


Spider-Man Chronicles Volume 2

by megamatt09



Series: Spider-Man Chronicles [2]
Category: Spider-Man - All Media Types
Genre: F/M
Language: English
Status: Completed
Published: 2014-05-25
Updated: 2014-07-24
Packaged: 2018-01-26 11:22:25
Rating: Mature
Warnings: Graphic Depictions Of Violence, Major Character Death
Chapters: 40
Words: 189,495
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1686551
Author URL: https://archiveofourown.org/users/megamatt09/pseuds/megamatt09





	1. Reven of the Sinister Six Part One

**Chapter 01: Revenge of the Sinister Six Part One.**

An alarm could be heard for miles around. The ringing echoed for all to hear. A security guard tried to stop the quartet of masked thugs, but he found himself knocked to the ground. He crashed with a sickening thud, and rolled over. A lump rose on the back of his head, but the masked thugs were uncaring of that. All they were concerned about was the fact that they were getting away with what they thought to be the perfect crime.

"Look at this score, I tell you, get in, and get this stuff!" yelled one of the thugs happily. The thug turned around, a sadistic grin on his face. His fellow thugs all nodded, and they continued to move. At least until they found themselves face to face with someone who was extremely familiar to the thugs of New York.

Dressed in red and blue, in a spider themed pattern, he arrived. For the past five years, he had been a constant thorn in the side of the criminals both petty, and large in New York City Criminals groaned when he turned up. He had fought them all, a number of colored foes. Some weird foes to be honest and now Spider-Man stared down the criminals before him.

He stood in a confident pose, before he broke the silence.

"The only thing you boys have really scored is a one way trip to jail," Spider-Man said, and he stood, his web shooters at the ready. The thugs all charged Spider-Man one by one.

"Spider-Man, get him!" yelled one of the thugs. The thugs surrounded him for battle.

' _Yeah, that never gets old,'_ Spider-Man thought, and the thugs began to engage him in battle one by one. This was getting to be way too easy. He fought them off one at a time.

Speed and precision had allowed him to be his best ally in the battle against crime. Webbing wrapped around the thugs, and pulled them down to the ground. The thugs landed with a crash. One of the thugs swung a crowbar at the back of Spider-Man's head, which would have been a bit of a problem in most situations.

The one problem with any attempted skull caving was that his spider sense went off. That allowed the web slinger to be able to duck, and dodge an attack. He tucked his head, and did a forward roll. He propelled himself up, and shot his webbing out once again. It wrapped around a lone thug, and sent him down to the ground.

All of the petty thugs were down on the ground, and webbed up in no time. Just in time for the police to arrive to pick them up for a nice stay in prison.

' _Yeah, here come the boys in blue, after I did all of the heavy lifting,'_ thought Spider-Man to himself. He watched New York's finest cuff the criminals he webbed up. _'Never mind, it just comes with the territory. And besides, a few more thugs off of the street, there might come a day where people would not have to double check to see if they locked their doors. Maybe not, but I can keep dreaming. Got to keep the dream alive Spidey, got to keep the dream alive. And maybe I'll be able to head home early tonight."_

Spider-Man turned around, as the cops moved in to arrest the thugs. They gave their feeble protests, but they were wrapped up. Where else would they go? The web slinger turned around, and a couple of the officers of the law gave him a nod and a grunt of gratitude. He took that as his cue to book it on out of there.

His relationship with the police had been one that had its ups and downs. There were those officers of the law that called him a vigilante, and it was easy to see where they were coming from with those accusations. He did not agree with it. However, the web slinger understood what was happening.

He respected the work that the New York City Police Department did, every single day. It could not be easy dealing with some of the super powered criminals that had set up shop in New York City.

There were times where the police wanted to hunt him down just as much as the next criminal in line. And that interfered with his duties of saving everyone and everything like he did. That was annoying.

However, there were some cops who admitted that Spider-Man was a necessary asset to the city. For better or for worse he was out there every single day, patrolling the city. Making sure that the people were safe, and that no one gone too far.

' _It's so easy to take that next step, and really give these guys what for,'_ Spider-Man thought, as he swung away from the scene of the crime. _'And the thing is, there would be more than a few people cheering me because of that. But it's just like Uncle Ben told me, with great power there must also come great responsibility. I just really hope there's not a time where I'm forced to make that tough decision. I've had some close calls. There were some times where I was tempted to take that final step. I just hope that there is not a day where I will be in that no-win situation."_

Spider-Man did one more swing around the city. The streets were quiet, eerily so. Perhaps tonight he could actually go home early. Nights like this were few and far between, so he cherished them while he could. Every single moment could present a danger. He half expected his spider sense to go haywire, and someone to take a shot at him.

If he had a dollar for every time something like that happen, he would actually be a rather rich friendly Neighborhood Spider-Man.

It had been a long road as Spider-Man, through high school and all of the way through college, but he had many more years left in him. He was in the prime of his life. He was still going strong, and keeping the city streets safe.

He swung home, with a smile on his face, and determination in his mind. The city was safe for now, and that meant half of his job was done. Although he could not help, but think this was some kind of calm before the storm.

* * *

A blonde girl dressed in a black tank top and jeans, with a black headband in her hair leaned back, stretching her arms. The last couple of weeks had been hectic, for both her and her boyfriend. Yet there was no question about it. The two of them had an accomplishment to be proud of. She turned around towards her desk, where a red haired girl was shown on the other end of the web cam.

"Finals were stressful," the blonde said and a smile spread across her face. "But we managed to survive them. Peter and I just about have the degrees in our hand, just graduation left to go."

"Hopefully it's not as eventful as the last time you graduated," the redhead responded. "Remember that one?"

Gwen shook her head. It was hard to forget given the circumstances.

"No, MJ, I don't think that any murderous psychopaths on gliders are going to ruin our graduation this time," the blonde said, and a smile spread across her face. That was followed by a bittersweet expression. "Three years ago it happened, that night on the bridge. I can't help, but still think about it."

"Anyone would Gwen, it's hard to forget a near death experience. And Osborn trying to use your body as a javelin would be something that would rank high on the list of traumatic memories."

Gwen Stacy smiled at her friend, Mary Jane Watson from the other end of the web cam. They were on separate coasts. However, it was nice to talk to her. They had come a long way since their earlier tensions.

"So how are things going in Hollyweird?" Gwen asked her.

Mary Jane fired back with a smile of her own. She then decided to explain why she was smiling "Well film school is really wrapping up. I got a few projects. I got to play nice with some people who aren't the best pillars of society. But that's a part of paying your dues. I haven't been blessed with a stalker as of yet, but one of the girls in my class is being stalked. It scared the poor girl half to death. Some guys won't take no for an answer."

Gwen nodded. With her father being who he was, she had heard all kinds of scary stalker stories. Captain George Stacy might have been deceased, but the stories he told to his daughter lived on.

"Stay safe out there, MJ," Gwen told her in a serious voice.

"Always am," Mary Jane replied with a smile. "So how are you and Peter doing?"

"We're doing well," Gwen told her. "Just the usual insanity that surrounds our lives, but we've got it down to a sweet science. My little suit is out of commission. The last go around with the Beetle took it out, but the Iron Spider should be back on line before you know it."

Gwen hoped it would be soon. She hated sitting indoors. She wanted to be out there, swinging the streets with Peter.

"That's good to here, from what I've heard most of the usual subjects are off the streets, and back in prison or Ravencroft," Mary Jane said, and the door creaked open. Gwen turned around, and a smile spread across her face.

She saw Peter standing in the door. She rushed over to greet him, wrapping her arms around him, and kissing him. The kiss was returned by Peter. The couple broke the kiss.

"Hi, Pete," Gwen said in an excited tone of voice. "Busy night?"

"Not too bad actually, just a few petty thugs here and there, nothing that I couldn't handle," Peter said. He gave her one last kiss. "So what have you been up to?"

"Oh, I've been just talking to Mary Jane," Gwen replied, and with another moment she turned around to face the computer. "Mary Jane, Peter's here, say hi to him."

"Hi Pete, hope you've been doing well lately," Mary Jane said. "Are you staying out of trouble?"

Peter replied with a grin. "Oh you know me, and trouble. We just get along well. But there hasn't been anything big going down. After our battle with the Beetle a couple of weeks ago, the costumed criminal circuit has been getting some downtime."

"Sounds to me like you finally have some time to catch your breath," Mary Jane said.

Peter thought that was the nicest way to put things. He had another tact.

"Or a calm before the storm," Peter said. He was happy that the incidents of costume crime had been few and far between. A rare mission with the Avengers or the X-Men or even the Fantastic Four broke the monotony. With exams just wrapping up, both Peter and Gwen were about ready to really get back into the thick of things. No matter how much they cherished the downtime.

"I'd like to stick around and chat a while, but I've got an early morning tomorrow," Mary Jane said. "I'll catch you two later."

"Bye, MJ," Peter said.

"Take care, MJ," Gwen said.

"Bye, Pete, Gwen," Mary Jane said with a smile.

Mary Jane disappeared, and Gwen turned to Peter. She had a very important subject to discuss with him, and one that they had been avoiding.

"Did you hear about Harry?" Gwen asked Peter.

Peter just remained silent. Over three years ago their best friend Harry Osborn had been put into drug rehab because of an overdose. He had a high dependency for pain pills, and they wrecked his life. Peter and Gwen had been able to visit him a handful of times when he left the hospital. However, he was cold and unresponsive to them throughout his rehab. It was almost like he was an entirely different person, and it soured their experiences with them. They wanted to remember Harry as the friend he was, not what he had been turned in.

"What's up with him now?" Peter asked Gwen.

Gwen decided to elaborate. "All of his rehab is over, and he's checking out. The rumor is that he's going to take control of Oscorp any day now. The board has been running it with a skeleton crew over the past couple of years since Norman's death."

Gwen and Peter remained silent for a few minutes. Peter broke the silence after a time.

"He's an entirely different person now," Peter told her. "And it's really hard to see."

Gwen nodded. A frown spread across her face.

"Tell me about it. Dad always told me that drug use changes a person, and rehab changes them even more. It's not easy to get off something that you're hooked on. If it was easy, there would be a lot more happy endings."

She sighed, and continued.

"And let's face it, addiction ran throughout the Osborn family. Norman Osborn might not have been addicted to any drugs, but power was his addiction. I just hope Harry can shake it off, and can get back to some kind of normal life."

It was something that she hoped for over the past three or so years ever since Harry went through his rehab.

' _A normal life, that would be a novel concept,"_ Peter thought to himself.

"I hope so too, Gwen, for his sake," Peter said. He looked at her. "Maybe now that Harry's out of rehab, he'll be able to get back to the Harry of old."

"I hope so, I really hope so," Gwen told Peter. She turned around. The days of high school were so simple, but now the real world was different and a headache.

She hoped the story of Harry Osborn had a happy ending.

"We'll keep reaching out to him, no matter how many times he shoves us away," Peter told her.

Gwen shared those sentiments one hundred percent of the way. She put her right hand on Peter's, a ring glinting on her finger. Peter led her over to the couch, and the couple sat down. They enjoyed a rare quiet evening alone, devoid of any studying for exams whatsoever, or crime fighting. It was an experience that they welcomed, and cherished.

"City seems quiet," Peter said breaking the silence.

"A bit too quiet, I'm almost waiting for the other shoe to drop," Gwen told him.

Peter's eyes snapped towards her. A smile spread across his face, and he gave Gwen a teasing nudge.

"And people say that I'm supposed to be the cynical one in this relationship."

Gwen replied back with a smile. "Well, I think that over the years, a great deal of your cynical nature has rubbed off on me. And it's not being cynical if we're learning from past experiences. I guess that comes with the territory, the cynical nature, being the future Mrs. Peter Parker."

"Yeah, I guess so, but there are perks," Peter replied to his fiancée with a smile spreading across his face.

"Oh, and do you want me to remind me of those perks?" Gwen asked with a raised eyebrow.

"I think I can indulge you, my dear lady," Peter replied, and he placed his hands firmly on Gwen's waist. He leaned forward, and stared into her eyes. "If you're ready for it."

"I was born ready, Mr. Parker," Gwen replied with a smirk, and she pushed Peter on the couch. She kissed him fully on the lips as Peter laid back. She slowly pulled back, and a smile crossed her face. "But I guess you need constant reminders."

Gwen put both hands on his chests.

"I don't think your spider sense will save you from me," Gwen remarked.

"No, something else is tingling," Peter retorted back. "So, I guess…mmph."

Gwen silenced him with another kiss, and she worked her hands underneath his shirt, tracing his stomach muscles. Peter worked his hands around her, and Gwen found her shirt pulled over her head as they proceeded to get into their activities.

It was amazing how many of their verbal banter sessions ended like this.

* * *

A figure dressed in a lavender suit stood at the end of a hallway. A pair of heavily armed bodyguards stood on either side of him. The man had an unremarkable looking face, free of any blemishes. He was clean shaven. There was a hat pulled over his eyes, which had been focused on the two bodyguards. The man leaned forward. He kept calm, and tapped his foot eagerly on the ground.

A third bodyguard walked up. He turned his head towards his boss. It was time.

"Everything's in position, the package is about to be delivered."

"Very good, stand by," the man said. He shifted, and tapped his foot.

The man was known as the Rose. He had popped up on the New York City criminal underworld around a year ago. He had discreetly tried to grab one hundred percent control of the underworld. After the power vacuum left by the departure of the Kingpin of Crime, there were several factions who were grabbing for territory. The Rose had grabbed the biggest piece of the territory, but his control was not completely assured.

He held a walking stick in his hand. His control might not be one hundred percent on the level. However, he would take steps to gain that control. There was one nuisance he observed that had baffled many. Despite the fact that one hero in a costume should not make the hardened gangsters of New York sweat, the fact was that he did.

The name for the pain of many was Spider-Man. The web slinger caused many headaches to those in the criminal underworld of New York. And now the Rose was plotting to eliminate that headache. He could feel the web slinger closing in on one of his operations. While he seemed to be blissfully ignorant for the most part, there was a chance that he was getting closer and closer.

Then all of his carefully laid out plans would be destroyed.

That could not happen. It was nearly three years of hard work and dedication to gain him the control that he now had possessed. He could not afford to lose it right now. Too much had been invested, both with time and money. It was quite fortunate for him that he had a plan. And that plan would spell the end for Spider-Man.

The fact that the web slinger had many enemies proved to be an advantage. Many of them had gone a few rounds with the hero, and were a bit sore for it. Revenge would be first and foremost on their mind. All the Rose had to do was call in a sufficient amount of favors. Security around these criminals was tight, but even the most hardened guards had a price.

And those who did not have a price, likely had a supervisor that had a price. It was just a matter of finding the right buttons to push, and cash in. Then they would be ready for business. It was amazing how much influence they could buy. While their coffers were not as handsome as the Kingpin's, they still had resources that would make many criminals drool.

The Rose picked up the walkie talkie.

"They have the package," the Rose said in a low voice. After he received confirmation, he replied. "Excellent, it's time to cut a few deals. I want these six released from custody and brought to me."

The Sinister Six had been a group of criminals that had given Spider-Man trouble in the past. Spider-Man did defeat them in the end. The group did have promise, but the Rose felt they could be under better management. Doctor Octopus's vein ego suggested that the group was only going to be an extension of his vendetta against Spider-Man. The group was only to set him up, so Ock could swoop in to take all of credit.

"I want Shocker, Rhino, the Vulture, Mysterio, Sandman, and the Beetle, release all six of them. They will serve to be my personal extermination squad. I give them protection, and I get a cut of the profits from their schemes. Get it done, and get it done now."

"Proceeding to release these six, and staging the biggest jail break in New York history to mask the extraction," the man on the other side of the line said.

Doctor Octopus had vanished underground years ago. It was after a particularly violent battle with Spider-Man, during his brief black suit period. The rumors were that the cancer had left him a shell of his former self. Only a couple of people had an idea where he was. The Rose thought he was a relic of the past. He had a few good ideas, but for the most part he was extremely useless.

The potential members for new and improved Sinister Six were at his fingertips. He would mold this ragtag group into a deadly fighting force. They would serve to be the backbone, the muscle for his criminal empire. All six of them would understand the value of joining forces with his empire. They had suffered countless defeats at the hands of Spider-Man.

Each and every single defeat stung to the core.

"Failure is not an option," The Rose said. He drummed his fingers. He checked his watch. "By the end of the week, Spider-Man will be nothing but another blurb in the obituaries. The Kingpin could have taken him out at any time."

It was his greatest and most frustrated theory. The Kingpin could have absolutely taken Spider-Man out at any time. Yet the Kingpin chose to keep the web slinger around as a hobby. Something of interest, and the Rose only saw him as an annoyance.

The Rose gritted his teeth. The clock ran down, and each and every second Spider-Man was on of the street represented a danger.

"It has begun, sir. You can expect your guests within the next few hours. Once the dust has cleared we'll have them at your doorstep."

The Rose folded his hands. He adjusted his face, which in reality was a mask. It was just a very realistic one. It hid his face. If anyone knew who he really was, there would be two problems. The first one was that he would not get any respect because of who his father was. And he would pay for the sins of said father.

The identity of the Rose was one he cultivated on his own. This would be his reputation, not anyone else's. And he would make his mark as the man who masterminded the demise of Spdier-Man. The Green Goblin, Doctor Octopus, and others failed, but the Rose would succeed and win the day.

X-X-X

Gwen rocked back and forth. The twenty one year old girl was at work on her means to help join Peter in the field of crime fighting. She carefully took a look at the Iron Spider suit that she was busy making a few minor adjustments to. There were a many better suits of super powered armor on the market. Yet Gwen felt she had to go with the girl that had brought her to the dance. It had served her well over the past several years, and help her get both her and Peter out of some rather tight spots.

As Gwen continued to work on her suit of armor, the music listened to was interrupted. There was a special bulletin. Most of the times this was the latest political snafu, and that would not normally interest Gwen. However, the nature of the news brought her attention away from the work rather quickly.

"We repeat, there has been a breakout at both Ryker's Island and at the Ravencroft Home for the Mentally Unstable. We are uncertain the full number of escapees at this time. However, the super criminals known as the Rhino, Vulture, Mysterio, Shocker, Beetle, and Sandman have all been among those who have been missing from both facilities. If you see any of these criminals, they are considered to be extremely dangerous. Do not under any circumstances approach them, and instead contact the local authorities. Captain Jean DeWolff of the New York City Police Department was unavailable for comment, but we were assured that she is personally leading a manhunt."

Gwen let out the breath that she had been holding. There was only one thing that came to her mind.

' _I guess that break was too good to last,'_ Gwen thought to herself. Frustrated, she shook her head. She began to make her way up the stairs. Peter was waiting for her at the top of the stairs. The urgency could be seen on his face.

"So, I take it you heard the news."

"Yeah, I heard it," Gwen told him. "Six of your most dangerous enemies just happen to escape on the same night."

"I guess it would be too much to hope that it's a coincidence," Peter said, and Gwen responded with a sad smile, while shaking her head. Peter's expression faded, and true worry set in on his face. "Yeah, I thought that would be too much to hope for. The real question is who decided to spring the criminals? Shocker, Rhino, Vulture, Mysterio, Beetle, and Sandman all in the same night, and…"

Peter and Gwen exchanged a look as Peter stopped talking. Both were hit by the same exact thought at the same exact time. It was a race to see who would be able to speak first.

"You don't think that it would be the return of the Sinister Six," Peter managed.

Gwen frowned. Her heart skipped a beat, and the memories of the past returned to her. The last time the Sinister Six was around, they kidnapped her and used her as a hostage. That was one of her main motivators to really take a step up that lead her to adopting the Iron Spider suit.

"Without Ock, I don't know," Gwen said.

"You heard the rumors about Ock, they say he's dying," Peter said. "They've found no corpse but…maybe this is one last revenge plot before he dies."

"You'd think that he would expand his resources to get him the medical care he needs instead of trying to kill you," Gwen said. She realized what she said at that moment. She could have slapped herself because of the stupidity. "Then again, knowing that it's Ock, he would think that your death is more important than his life."

A pained grimace crossed Peter's face. This was all too true, and Gwen had a grim point. The fanatical schemes Doctor Octopus pulled against him in the past were still fresh in his mind. It put countless lives in danger. Gwen knew that better than anyone. Her father was killed in the crossfire during one of those schemes.

"Sad, that's the truth, isn't it?" Peter asked her and Gwen nodded. "So I guess I'll go see what I can do to round these guys up before they are going to cause too much damage."

"If you hold tight for a little bit, I can help you," Gwen said immediately. Peter gave her a questioning look. Gwen saw this immediately. The blonde girl cut off the protests. "Pete, you know six against two are better odds than six against one."

"I thought that the Iron Spider suit would be out of commission for a while yet," Peter said to her.

Gwen shook her head.

"I just got it up and working before I heard the news," Gwen said. "It's been breaking down a lot more lately, but I think I know what the problem is. Trust me Peter, it's ready to go."

Peter shook his head. He actually had another complaint that he felt the need to state.

"Without, you know, testing it first?"

Gwen's expression became a bit more determined.

"There's no time like the present," Gwen replied to him. "Besides, we can't really test that suit too much, unless it's practical. All of the critical systems are working, and there is an entire city out there that needs our help. What else is there to argue about?"

A grin crossed Peter's face.

"Okay, okay, you twisted my arm," Peter said to her, and Gwen just smiled back. Determined looks spread across both of their faces. The pair of them was ready for action. There were six criminals on the loose, but they had the upper hand.

Of course, both of them knew in the back of their minds that the real threat was the person who sprang these criminals from prison. There were a few suspects, and their minds kept pointing back to the obvious one.

* * *

A group of costumed criminals walked forward, dressed in a number of colorful outfits. One of them wore a purple outfit, with a green cape, and a fishbowl over his head. He was known as Mysterio. He was the master of illusion, and was known for colorful schemes.

The second man was a man with sandy hair wearing a sweater and blue jeans. He could turn into sand. He was called the Sandman. He was always after the big score, and trying to steal all kinds of diamonds and rare antiques.

The third man was dressed in black with goggles. He had powerful gauntlets. He was called Shocker. He was a career criminal that had been upgraded by the Kingpin of Crime years ago.

The fourth man wore a grey bodysuit, with a rhino horn. The armor was thick, and could not be penetrated by any attack. He was called Rhino. He was a government super soldier that had been abandoned. He had gotten into crime.

The fifth man was an elderly bald man with sunken in eyes, and a beak like nose. He wore a black bodysuit, with red spiked wings. He was called the Vulture. Ever since Norman Osborn had stolen his inventions, he had turned to a life of crime. He made it his mission to kill Spider-Man for robbing him of his vengeance against Norman Osborn.

The sixth man wore a black and silver bodysuit. He was called the Beetle. He was a former employee of Tony Stark. He designed his own suit of armor to gain revenge. He also worked as a mercenary for HYDRA for a brief time.

All six criminals looked at each other.

The Sandman was the one that broke the silence. "So do any of you know why we're brought here?"

The entire group shook their heads Mysterio was the first one who answered in his own boisterous manner.

"I have no clue why I was brought here. However, this had better be a scheme fitting of the masterful magnificence of Mysterio!"

He said that statement in a booming declaration. The entire group of criminals shook their heads at his over the top demeanor. It was something that some were used to. He was really a large ham. The entire group stood around, and all blinked immediately.

"I grow tired of this game, I want to know answers, and I want to know them now," Vulture said in a rough voice. He held out his spiked claws, and spun around. His teeth gritted sadistically.

He did not have to wait very long to answer. They were about to go face to face with the benefactor of their breakout. A man dressed in a lavender suit, with a derby hat and leaning a silver cane stepped forward. His face was normal looking, unremarkable, and free of any blemishes whatsoever. He surveyed the entire group.

"Quentin Beck, Flint Marko, Abnor Jenkins, Alexander O'Hirn, Herman Schultz, and Adrian Toomes, I have called you here to present you with an offer that you cannot refuse," The Rose said.

Mysterio could not help, but offer his two cents. He stood, and observed this figure. He peered at him from behind his fishbowl. His cape fluttered in the wind.

"Just who are you?" Mysterio demanded. It was a surprisingly understated statement.

The mob boss stood on his feet, and leaned across his cane. A grin crossed his face. "You may call me the Rose. I'm the new ruler of the underworld of New York."

Rose's statement got a few whispers.

"I did here rumors that someone was trying to take control of the New York City criminal underworld," Vulture said. The old man stared at the Rose, through his beady little eyes. "But, what could you want with us."

The Rose answered immediately.

"At one time or another, you have all been humiliated by Spider-Man. It is absolutely alarming to see you embarrassed to such a degree. Men of your talents cannot defeat the web slinger one on one. This has been sadly proven. However, if you work together, we may find some kind of common ground, and defeat Spider-Man, putting him down once and for all."

The group of criminals talked to each other, and nodded. It was the Sandman who had the next concern that he was going to address.

"You mean form another Sinister Six," Sandman replied, and the Rose nodded. The Sandman continued to look skeptical and rather distrustful. Past experiences told him that this was not a good idea. "Been there, done that, done the team up thing twice before, and we eventually got thrashed. It didn't end well. I work better alone."

"The egos of the Mad Thinker and Doctor Octopus both pointed towards the fact that they would be the center attraction," The Rose argued. He hoped to sell them on this idea. "The Sinister Six is a sound idea, but you need discipline and focus. There is one common goal. It doesn't matter who lands the final blow on Spider-Man. It only matters if the final blow is landed. Am I right?"

The assembled group of super criminals stood. Some of them had their reservations, but others were ready to step into battle with Spider-Man one more time. Surprisingly, it was the Rhino who spoke up first. The large man spoke in a gruff, and determined voice.

"Yeah, I've been wanting to squash that bug for years now," Rhino said. His eyes narrowed.

"The six of us would make a formidable team," Mysterio agreed. He thought that he would need some back up for his latest criminal performance against Spider-Man.

"Yeah, I'm sick and tired of being the laughing stock of this city," Shocker said.

Vulture remained thoughtful, and he nodded, a foul expression on his face. "I do agree, Spider-Man needs to be stopped, and our collective will be the group to do it."

The Beetle nodded slowly, not saying one word. Sandman was convinced.

"You will have protection from every crime that is committed, after I receive a cut of ten percent for all proceeds," the Rose said.

The assembled group stood to let this sink in. That was unsurprising to them. They knew there had to be a catch. There always was. Each and every member of the new and improved Sinister Six all nodded. They were in this together, until the bitter end.

The Rose hid the smirk behind his mask. Everything was going according to schedule. In a number of days, the only thing he would be reading about Spider-Man was the web slinger's tombstone. Now it was time to wait, and to watch.

The plan would come into motion.

* * *

Iron Spider and Spider-Man swung down from the buildings. The two spider themed heroes have to find these six criminals. They had been going around in circles for hour after hour. They wondered if whatever plan that these six villains were plotting, if it was going to occur tonight. One of the worst things for any super hero is playing the waiting game. The two arachnids jumped down.

"Maybe we jumped the gun a bit too much?' Spider-Man asked. It sure did seem that way. The streets were quiet. Peacefully quiet, although perhaps it was not the good kind of peace. It was the eerie peace, the type that caused everyone to remain on guard. They took a few breaths, and stepped forward.

The sound of police sirens pierced the air. Iron Spider peaked forward, and tried to use the radio inside her suit to tap into the signal. She got it clear, so both she and Spider-Man could listen.

"An all points bulletin is being issued," Iron Spider said. She frowned beneath her helmet. She adjusted herself. "It's the Rhino. He's tearing up Time Square."

"Figures he'd be the one to have a temper tantrum," Spider-Man said. He clicked his web shooters into place, and a line of webbing shot out of his wrist. It latched onto a ledge. Iron Spider copied his movements with her suits. She had gotten the aim right after many missteps. The two spiders swung forward, and moved towards the scene of crime.

They were greeted to an ugly sight, in more ways than one. The police department surrounded Rhino. They had tasers in their hands. The gigantic brute lumbered forward. He was not going to go down that easy. He picked up a barrel.

"Just put it down, Rhino, and no one has to get hurt."

Rhino just laughed. "I'm not going to get hurt by anything you wimps do to me. You cops on the other hand, well you might have a problem."

He launched the barrel at the police who scattered. The panicked population ran around, frightened to death. Rhino strode forward, and cracked his knuckles. He grunted, ready for a fight. He stampeded forward. He was about ready to crush these officers.

A line of webbing shot forward. It wrapped around his horn, and yanked him to the ground. Rhino somersaulted forward, and landed with an absolute crash. He looked up, to see Iron Spider and Spider-Man. A grin cracked across his face.

' _And I don't like the look of that,'_ Spider-Man thought. He could tell by Gwen's body language that she did not like the looks of that either.

Rhino cracked his knuckles, and stood. He laughed, and motioned forward.

"They showed up just as you thought, boys,' Rhino said.

"Predictable as always, but who could expect something from a mundane mind such as the web slinger. He does not have any way to match the wits of Mysterio."

Mysterio popped at this moment. The ground shifted beneath them. Sandman showed up, ready for a fight. A figure buzzed above him. He was silent and sadistic, he was the Beetle. His vocal cords had been damaged in a previous battle with Spider-Man, hence his inability to speak. Vulture took up the rear, and then Shocker appeared.

The group made six.

The new and improved Sinister Six, and they stood before them.

The spider themed hero and heroine exchanged an expression. They tensed up ready for battle. They knew no matter what they were in for a fight. And the fact that the group took hostages increased the peril.

It was time to find a way out of this one.

**To Be Continued in Revenge of the Sinister Six Part Two.**


	2. Return of the Sinister Six Part Two

**Chapter 02: Return of the Sinister Six Part Two.**

The Sinister Six closed in. Sadistic intentions danced in the eyes of every single member of the group. All six criminals were ready to put a savage beating on both arachnids. The two exchanged a look. Spider-Man and Iron Spider stood their ground. The Beetle hovered above them. A buzzing could be heard, and the criminal extended one hand. Sandman seemed to understand what that meant, and he rose up, before he sent a large sand hammer.

"That trick never gets old," Spider-Man commented, unable to help himself. He ducked his head, and rolled out of the way.

Sandman furiously went back to the attack. He tried to smash his way into Spider-Man with attack after attack. The web slinger rushed forward. Webbing splattered through the air, but the villain turned into sand particles. Sandman disappeared, and Rhino rushed in. Iron Spider shot electrical webbing. It wrapped around the feet of Rhino. He staggered to the ground. Shocker stepped forward this time, and a sonic pulse shot forth. It did not do any damage to the heroes, however it loosened the bricks.

The number one rule of super hero etiquette was that the civilians came first. That's what Spider-Man and Iron Spider did. They rushed in to help the civilians. The civilians were in a panic, and were shaking.

"Everyone move, that's it don't be afraid," Iron Spider said. She led them away. This never got any easier. There were always some people that panicked easily. She watched as Spider-Man held everything in place. Thankfully no was hurt.

Well except for the two of them when Rhino rushed in the attack as well. Rhino was tripped up by Spider-Man when his webbing wrapped around his feet. This distraction allowed Vulture to hover above the skies. His beady little eyes peered downwards, and sadistic intentions crossed his face.

"We need to clip his wings," Spider-Man managed.

Iron Spider nodded. She extended up on metal spider legs, to engage Vulture more properly. This proved to be a tactical error. Rhino rammed into her legs. She wobble from the impact. Spider-Man latched his webbing on a piece of rubble, and flung it to the side. It smashed into Rhino's chest and staggered him. Rhino grunted, and turned his beady little eyes towards Spider-Man.

"Just wait until I get my hands on you, web head," Rhino grunted.

Rhino rushed Spider-Man. The web slinger dodged out of the way. The Sinister Six circled the two of them.

"This is futile, Mysterio said, and he held his hands. Holographic images of all of the criminals appeared. "Now we bring this to an arena where things are more cerebral, and where true wits can be matched. Whether it be one spider or two, no one can match the masterful might of Mysterio!"

Mysterio had gotten new technology as a perk for his partnership with the Rose, and his participation in the new and improved Sinister Six. So the Master of Illusion was making the most of it. It had been a long time since had gotten such an opportunity.

"Not to mention his ego," Iron Spider said. Both heroes regrouped, and the ground cracked beneath them. "So what's the plan right now?"

Spider-Man thought for a moment. The answer struck him. "Try and scan for heat signatures. That should separate the doubles from the real things. I hope."

Iron Spider agreed, and she began to scan immediately. It took a couple of moments to pick up anything intangible. She picked up a heat signature, and everything hummed. Immediately, she zeroed in on the attackers, and swooped down for the attack. She sent a line of webbing. The webbing fired out, and wrapped around the real Beetle. The two spiders did a tandem attack, and knocked him to the ground. Beetle crashed down to the ground.

Shocker cursed as once again he was knocked down. He staggered back, and shook off each and every movement. He turned towards Mysterio, who scowled and frowned.

"You got any other bright ideas, fishbowl head?" Shocker asked him.

Mysterio scoffed at the ignorance of this poorly dressed criminal. Of course he had other ideas. He had unlimited imagination. He was Mysterio. The ideas flowed through him like fine wine.

"We must retreat, and lure them in, make them come to us," Mysterio told them. He stood on his feet, his cape fluttering in the breeze. Shocker gave them the cover they needed, and blasted the street. Rhino started hurling the debris right and left. Iron Spider blasted the debris out of the way. "Trust me, we will have the day, and we will seize the moment. For now fall back!"

"First bright idea you've had," Sandman said, and he disappeared into sand. The other criminals made their own way away from the scene of the crime.

Spider-Man stood, with his arms folded. A bit of a scowl would be seen had his face been uncovered. He could almost sense that Gwen was thinking the same exact thing that he was.

' _They can't be serious, they really can't be serious,'_ Spider-Man thought to himself. He knew by now that Mysterio would have planted a decoy. It was his game.

"I don't think they planned this really well, did they?" Iron Spider asked. Spider-Man stopped immediately, and shook his head. He grabbed her arm, and took a deep breath.

"That's what they wanted us to think. They're playing the incompetent criminal act so they can lure us into a false sense of security."

Spider-Man stood rigid, and the moment he stood there his spider sense went off. It was going absolutely insane. Before he could communicate this fact to Gwen, two giant sand fists popped up. They nailed both Spider-Man and Iron Spider directly in the face. One flew to the right, and one flew to the left. They both crashed onto the ground with a solid thud.

"Did anyone get the number on that truck that just hit me?" Spider-Man slurred.

"You really think you're funny, don't you web head? Let's see how funny you are when you and your little girlfriend are separated, and you can't work together."

A large wall of sand appeared right beside Spider-Man. Spider-Man tried to smash through the wall. The web head was bounced back to the ground.

' _Great, just great, just when today couldn't get any worse, this happens,'_ Spider-Man thought, and he stood rigid. He immediately was visited by another thought. _'And Gwen's trapped on the other side, and I'm trapped here with them.'_

Spider-Man braced himself for an attack. Vulture hovered from above. Shocker moved in off to the side. And Mysterio brought up the back end. It was three against one. The Sinister Six were using the commonly used tactic of divide and conquer. Spider-Man armed his web shooters, and took a deep breath.

There was no two ways about it. He was in a sticky situation. This was going to take every ounce of his cunning to get out. He armed his web shooters.

No pun intended, obviously. He dodged Vulture's attempt to bombard him with laser blasts, and Shocker's attempts to bombard him with the energy from his gauntlets. If he had managed to use their powers against them somehow, he might have a chance.

Until he figured that out, he was going around in circles with the Sinister Six. His heart thumped against his chest. The battle was going to rage on.

* * *

The wall of sand was hardened. Gwen had to admit that Sandman had an uncanny ability to utilize his powers to the fullest extent. She aimed her wrist blasters, and tried to cut through the wall. However, nothing happened. The sand wall was not even cracked. She could not worry about breaking free, and trying to rescue Peter now. Rather, she had to deal with the impending charge of Rhino.

"I'll cut you open girl!" Rhino growled. He charged at her. Iron Spider moved around with speed and agility.

Iron Spider sighed, and jumped out of the way. Rhino crashed into the Sandman's stabilized form.

"Hey, watch it!" Sandman yelled.

Iron Spider kicked up, and launched herself at Rhino. Rhino was slammed down to the ground. The pavement cracked from the impact. Rhino grabbed the suit of armor, and flung her off. She staggered from the impact, but remained on her feet. All she had to do was maintain a cool head, and everything should work out fine.

At least in theory, but she realized that Rhino was not the only opponent in the ring. The sadistic assassin known as the Beetle charged her. Beetle flapped his wings, circling the Iron Spider. She sent a line of electrified webbing towards him. He sliced through her attacks, and bounced back up to the attack.

She tried to attack again and again, but he dodged her again and again. This was a never ending game of cat and mouse. Rhino's attempt to charge her further disrupted her confidence, and her position in the battle. She ducked her head, and did a forward roll to dodge out of the way.

A blast of energy knocked her back. The armor managed to hold up, but for how long it was not known. Beetle hovered over the top of her. He circled his prey like a shark smelling blood. She was glad that all of the civilians seemed to be out of harm's way. She noticed the sounds of combat came from the other side.

' _Peter's over there on the other side,'_ Gwen thought desperately. She tried to web the Beetle into place. The Beetle with expert precision and fury dodged away from the attack, and dropped down to the ground. _'I can't worry about it now, got to worry about the Beetle.'_

The games continued. Three years ago, and counting when she put on the suit, she had been rather rough around the edges. The necessary training she got had hardened those edges. Gwen had no super powers, so she needed creativity and the gadgets on the suit to help maneuver herself into the attack.

Rhino trying to carve her to pieces from the suit caused her to be thrown off. Gwen had to regain her footing, and fast, if she did not want to be a part of the obituary column for the next day. She dove at Rhino. Rhino used his horn as another attempt to attack her. Beetle dove in for the other side.

A creative mind would take advantage of every single opening. That was the only thought in her head. She maneuvered herself in the air. As she pivoted slightly to the right, Beetle dove down. Gwen dove off to the side a little bit more. Rhino crashed into Beetle. Neither was injured too much, but the momentary distraction was more than enough to really allow Gwen to return to the attack.

She fired a huge blast of energy. Rhino was staggered. She doubted she had the necessary power resources to knock Rhino completely out of commission. The female web slinger stepped in, and prepared to maneuver in for the attack.

She wished she had Peter's spider sense. For if she had, it would have warned her that Sandman's sand fist cracking across the back of her head. She landed onto the ground, and winced. Thankfully she was not damaged.

Rhino stepped over, and bent down, taunting her. "Ah, the girl bug ain't so tough now? Let's see how she'd look on the bottom of my foot."

The armor clad heroine knew it was time to scatter, and she staggered out of the way. She tried to find a way to escape. Rhino charged once again. She used another line of webbing, which hopefully blinded him long enough to stagger around.

Thankfully this did the job. She was able to get back on her feet. Beetle was still around, hovering in the air. He stalked her, and calculated each and every moment. Gwen clutched her fists, and was about ready to clip his wings.

The ground began to shift underneath her, and she was standing on sand. Sandman held her in place. Gwen struggled, and Sandman held her more tightly.

"Crack open her helmet, and see who she is," Sandman said.

"I don't think so!" she yelled.

Gwen blasted the Sandman. She managed to disrupt his sand particles enough to make a difference. Beetle was down upon her. She blocked his attacks with her hands. The two armored clad heroes jockeyed for position. They swung around, and around. Iron Spider managed to get the better of that exchange. Beetle went flying off to the side, and landed hard on the ground.

He was taken out of commission by this throw. Or he was for the moment, before he got back to his feet. There was one thing that could be said about the Beetle that remained true. He was a super villain that kept on ticking no matter what. Gwen wondered if she could hold on for much longer. The sounds of combat reminded her that she had to get to Peter.

Then again, perhaps he would have to get to her first. One of the arms on her armor was slightly damaged. That made things a bit more problematic, she would have to admit. Gwen aimed a blast of light to try and blind her attackers.

Beetle and Rhino both staggered. Gwen dodged, and pivoted to the left. Then she ducked, and spun around. The clock winded down with each passing moment. She pressed forward, and managed to knock them around. Beetle's force fields were up, which means she was close to taking him down. All she needed to do was hang on.

Rhino slammed down to the ground for the impact. He grunted, and Gwen wrapped him into place. She could not help, but be relieved. The battle was a bit tougher now that it was just her against Beetle and Sandman. And she was sure that Sandman was only half there, dividing his attention between her, and keeping the sand wall up.

Perhaps she could use this to her advantage.

' _Hang on Peter, I'm coming,'_ Gwen thought. She fired at Beetle again and again.

* * *

"This is the last time you make a fool out of me, insect," Shocker growled. The criminal stalked Spider-Man. He aimed his weapon at him. He was intending to put the web head down into the ground for a long time.

"After all of these years, and you still haven't figured out that spiders are in fact arachnids," Spider-Man thought. He shook his head. "I guess some people never learn."

Half of the street had already been blasted from their battles.

Spider-Man dodged a blast from the power gauntlet. The web slinger rolled out of the way, and avoided several blasts with the gauntlets. The web slinger moved around, and dodged even more attacks.

"You'll pay for making a fool out of me," Shocker grunted.

"Nah, Shocker, you do a pretty good job of doing that yourself," Spider-Man taunted him. He swung out of the way. "And keep telling yourself to defeat me, and one day it might come true."

Shocker angrily blasted Spider-Man. The web head avoided the attack once again. He ricocheted off of the wall.

"Come on Shocker, you can't hit the broad side of a barn door with those things," Spider-Man taunted. The web slinger continued to evade the blasts of air. He was not going to get nailed with those concussive blasts. Another attempt to blast Spider-Man, and once again the web slinger dodged them. He bounced off of the walls. "And another miss, you know this is getting kind of pathetic. I got to be embarrassed for you."

"Just stay still!" Shocker yelled.

That was the wrong thing to say. The web head was out of the way immediately. Spider-Man tensed up. He heard the Vulture hovering over him. He knew this battle was going to be a hard one to begin with. The Sinister Six was trying to box him in. He knew that Mysterio was hovering in the background somewhere.

Spider-Man knew what he had to do now. He jumped up. He was between Vulture and Shocker. If he timed this one right, he would be able to take Shocker and Vulture down. It would be a one-two punch.

"And once again you missed!" Spider-Man yelled. "How do you keep missing?"

Shocker growled in agony. He pointed his gauntlets, and fired a blast into the air. Spider-Man once again began to dodge the attacks time and time again. The web slinger swung around and around, and knocked Shocker for a loop. Shocker smacked Spider-Man and sent him back. The web slinger was cracked in the ribs. It was just a shot that he had to take, to get back into the battle.

The web head allowed himself get back to his feet. Vulture dove down, and then Spider-Man webbed Shocker's gauntlets. Shocker aimed his gauntlets at Vulture. They blasted Vulture, and knocked him for a loop.

Vulture was caught off guard. So was Shocker. Spider-Man removed his gauntlets last, and then knocked him out. The next movement he made had Shocker webbed to a light post. Shocker was dangling upside down. He was trying to kick himself free. Yet, there was no getting free for this criminal.

"Well, that was easy," Spider-Man said, and now several glowing creatures appeared before him. They danced around him. "And the hard part just began."

"That's right Spider-Man, you may have defeated these inferior opponents, but now you are going to have to face the master of illusion known as Mysterio!" Mysterio yelled.

Spider-Man shook his head. He already had a bit of a shoulder injury after his battle with the other members of the Sinister Six. He did not want to go head to head with Mysterio or deal with his games. Yet, Gwen needed him on the other side. He dodged Mysterio's attacks.

His illusions were vivid. However, once Spider-Man could figure out the trick, they were no sweat to defeat. Spider-Man just had to pick up the trick. That was all he had to do. The web slinger bounced back into the battle, and began to hammer away at the duplicates of Mysterio. His spider sense should hopefully have guided him to the right one.

"Give it up Spider-man, your wits cannot hope to defeat mine!" Mysterio taunted.

Spider-Man shook his head. "Yeah, Mysterio, the one thing I really can't hope to defeat is your big mouth."

The web slinger popped back into the attack. He began to fire a series of kicks. His web shooters had been loaded, and he grabbed onto Mysterio. The webbing latched onto the real one. Once his illusions had been unmasked, Mysterio was not much of a fighter.

The web head had knocked his adversary down to the ground with expert timing. Mysterio backed up, holding his hands in the air. Spider-Man disabled the device, and webbed Mysterio's arms and legs together. The master of illusion was down on the ground.

"And then there were three," Spider-Man said. He swung towards the large wall.

He braced himself for impact. This was not going to be pleasant at all. He connected with the wall. The web head bounced off, and there was nothing, but pain.

' _There's got to be another way around that wall,'_ Spider-Man thought to himself. All he had to do was find the way, and he would be there. The web head managed to move around, and tried to pound on the wall. There was no way around. _'Okay, got to figure this one out.'_

Spider-Man had to get past there. The large fist of the Sandman swung out. Spider sense allowed Spider-Man to dodge the attack. Sandman's sand particles smashed down onto the ground. The web head rolled over, and took another deep breath. He got back up to his feet and continued to press forward for the attack.

He had to get through. Sandman was an opponent that he defeated in the past. This was not his first day throwing on those web shooters. He seemed more powerful this time, but Spider-Man still was determined. The web head continued to fight, and press forward.

* * *

Iron Spider zipped to one side. Beetle zipped to the other side. The two armor clad fighters circled each other. The two circled each other. Both of them tried to jockey for position. The Iron Spider ducked her head, and did a somersault. She avoided each and every attack by the Beetle. The Beetle managed to keep on the trail of the Iron Spider.

Iron Spider sent several lines of electrified webbing at the Beetle. Beetle cut through the electrified webbing like a hot knife through butter. She extended her spider legs, and tried to get high into the sky. Beetle crashed down onto the ground. There had to be a way to defeat him.

' _Think Gwen, just think,'_ Iron Spider thought. _'Okay, let's see, those power cells on his back, they've got to be the key. I just got to run them down, and I'll have it.'_

Iron Spider shifted positioning. The Beetle extended the wrist blasters, and fired lasers at her. Iron Spider ducked, and dodged around it. Rhino was still on the ground, out like a light. Beetle was getting closer, and closer to her. Iron Spider had to keep moving. She was nearly able to dodge every single attack. She ducked her head, and Beetle dove at her. Immediately, she webbed around the Beetle, and caused him to fly around to the other side.

Beetle crashed and burned to the ground. Iron Spider took a deep breath, and saw what the Beetle had landed. The power cells were on his back, but not for long. With an iron grip, she pulled them off. The Beetle's wings had been clipped, and she knocked him down to the ground.

She stepped back to survey what she had assumed to be a job well done. It did feel satisfactory to take the bad guy down. She allowed herself a deep breath. Then the wall of sand rose up towards her. While she did not have spider sense like Peter did, Gwen did have a good sense of when to duck. That is what she did to avoid Sandman from attacking her.

"Spider-Man!" she yelled desperately.

There was a grunt from the other end of the wall. Iron Spider tried to hammer through. Sandman had held her in place. She managed to use the propulsion thrusters on her boots, and this knocked Sandman back. This allowed Spider-Man to slip through. The two arachnids were together again, but they had company. The Sandman rose up high into the air, and crashed down to the ground. He nearly buried them alive in the sand. Iron Spider blasted out, sending sand particles flying every single direction.

"I've got an idea!" Spider-Man shouted, and he somersaulted out of the way. He used a line of webbing to help propel the pair of them up. Iron Spider followed behind him. The two landed on the other side of the truck. "When I was fighting him, I saw a wax works museum. If we can lure Sandman away, we might be able to put him down for the count."

Iron Spider paused, and dodged the latest sand attack. "That's easier said than done!"

Spider-Man knew that all too well. He had to keep dodging, and ducking every attack. Iron Spider followed him forward. The two lead Sandman on.

"This way, it's this way!" Spider-Man called. He turned around. "Hey silicon brain, you think you can get the better of us! Well keep trying, come on that's it!"

Spider-Man dodged around the attacks of Sandman. The creature just looked to be absolutely angered beyond all belief. The web slinger kept on the attack. Sandman held up two large sand hammers and swung them with absolute fury. Once again, Spider-Man kept on his feet, and dodged the attacks. The web slinger continued to duck, and dodge every single attack.

Spider-Man and Iron Spider lead the charge. Sandman followed them, like a tidal wave of sand. His fists were outstretched.

"Through there," Iron Spider said, and Spider-Man just nodded. "Alright, one entrance coming up."

She blasted the entrance open. Spider-Man and Iron Spider dropped down. Sandman followed them inside. He raised his large sand fists, and tried to smash them. Both arachnids threw themselves out of the way of the attacks. They continued to move forward each and every single step. They were getting closer, and closer.

"I'll crush you!" Sandman yelled.

Sandman swung his fists. The two spiders dodged the attacks.

"Do you have anything more intelligent to say than that?" Gwen asked. Sandman growled, and rushed her. "Yeah, I thought not."

The two web slinging spiders tried to keep maneuvering Sandman. Spider-Man threw himself in front of the showers. Sandman tried to dive forward, and bury Spider-Man. The web slinger gave the signal, and Iron Spider activated the jets. By the time Sandman realized what was happening to him, it was much too late. The hot wax had flooded him. It would not hurt him, given the nature of his powers. However, he would be trapped for a while.

The two spider themed heroes stepped back. They had most certainly felt like they had a job well done. Out in the city, Beetle was down, Vulture was down, Shocker was taken out, and Rhino was down. Sandman had been immobilized in a wax statue, and most certainly would not be getting out any time soon.

There was one person missing.

"Wait a minute, Mysterio!" Spider-Man shouted.

The two spiders looked around, and the master of illusion was conspicuous by his absence.

Iron Spider sighed. "It looks like he managed to escape again."

That was becoming too often a problem with Mysterio. It had been years since Spider-Man had the displeasure of dealing with him. Now he had disappeared into the night, with another slight of hand trick. The web slinger felt absolutely frustrated.

"We'll get him next time, he can't hide forever," Iron Spider said.

Spider-Man nodded. He hoped that she was right. In fact, he knew she was right. There just had to be a way. For now Mysterio was still going to be out there, but at least five other villains had been put behind bars.

That was a start. Now there was the matter of the individual who had hired these villains.

* * *

The Rose slapped his palm down on his desk. All and all, the events of the evening could have gone much better. However, all things considered, they were not considered to be a failure. The man stood and his arms were folded. He heard the news. Spider-Man had managed to save the day, and put five out of the six villains back in prison. This was not encouraging news, however it was far from damning.

Seconds ticked by, and soon the web slinger would be brought down.

While Spider-Man was out fighting the big fish, the Rose and his men had managed to pull off several heists, and smuggle several high priced items in the city. The street value for the items would put money in their pocket, and raise their prices. The web slinger was distracted by putting away some of his most deadly enemies. The police were more than easy to deal with. A few hundred dollars here and there and many of them were inclined to look the other web.

The Rose watched the events of the last evening unfold before him. He managed to uncover the security footage from the battle involving Spider-Man against his six villains .The New and Improved Sinister Six did the job. While they were not perfect, the team had potential. At that moment, the Rose had looked up, and noticed Mysterio walking into the hideout. His cape fluttered into the distance. The Master of Illusion stood, and waited for the Rose to acknowledge him.

The Rose did so with a brief nod of his head. He motioned for Mysterio to speak. The master of illusion did not disappoint on that front.

"Once again, Spider-Man makes a mockery out of me," Mysterio said.

"I wouldn't say that he made a complete mockery out of you," The Rose offered. Mysterio stood before him, and the Rose decided to elaborate what he had meant. He tapped his fingers on the desk, drumming them off. "Out of the other criminals, you were the one can safely say that you did escape with your dignity intact."

Mysterio stood and nodded. This much was true. His illusions had fooled Spider-Man once again. He had the funding of the newest criminal boss in the city. If he had played his cards right, he would be completely unstoppable. That much gave him more than enough reason to smile. The master of illusion turned towards the Rose. There was tension in the air between the two of them.

"I trust that you do need my further assistance," Mysterio said.

The Rose held onto the edge of the desk, and nodded. "Your further assistance will be needed on a case by case basis. I stand by what I said. You were able to slip through, and avoid detection. That makes you among one of the most valuable assets in any criminal empire."

The Rose paused for a moment. He then proceeded to add to Mysterio as an afterthought.

"We'll keep in touch."

Mysterio nodded in agreement. He turned on his heel, and walked off. Today's events had proven that he was not washed up. Spider-Man might have gained a minor measure of victory over him. However Mysterio had won the war. The battle was far from over between him and Spider-Man. He walked off to plan his next criminal caper.

The Rose sat to ponder his predicament. Today's battle had gone mostly smoothly. There were times where he doubted his ability to get the job done. While Spider-Man still lived and breathed, that was a matter that would be corrected sooner rather than later. He had time and patience. All he had to do was wait for the right moment.

That right moment would come. The Rose stood in the shadows. He was beginning to fill the power vacuum left behind when the Kingpin had left. The city would soon forget about the Kingpin. The Rose would be the one that everyone would respect, and would come before to ask for favors.

"The shipment has come in," The Rose said. He waited on the other end for confirmation that was the case. "Yes, I understand. Make sure everything remains in order. I'm counting on you to ensure that everything remains on schedule. Spider-Man will not know. Your men have not had any trouble with the other nuisances that have been giving you trouble. Nothing from the Punisher or Daredevil? That's excellent."

The Rose dropped the connection. He had plenty of time to ponder his next move. It was going to be far from over between him and Spider-Man. The two would clash with each other. The Rose fully intended to succeed where others had failed. He would put a parking lot over the top of the web head.

Now all he had to do was play the waiting game. The Rose leaned back. Today's victory was not complete. However, he would be able to enjoy the fruits of today's performance, and had a solid foundation to build onto.

The thorns of the Rose would cut through the criminal underworld.

He would succeed where the Kingpin failed. The man behind the mask would rise to higher heights.

* * *

Gwen smiled in spite of what happened today. There was an intense battle with her and Peter against the Sinister Six. The two of them had fought hard against their enemies. In the end, five out of the six had been taken out. She looked at her Iron Spider suit. The old girl had taken a few dings, but they would be easily fixed in no time. The blonde girl sat back on the couch, and a smile crossed her face. Peter joined her a moment later.

"Well, things could have gone better," Peter said. Gwen just raised an eyebrow. "I mean all things considered, things could have gone much better. The Sinister Six reuniting and five out of the six were captured."

Gwen looked at her fiancée with a smile. She wished he had been a bit more optimistic, but the years of crime fighting had caused him to just see the darker side of crime. The two sat down on the couch. They ate the sandwiches, and juice that they had prepared on their way out. Gwen sat with Peter, and smiled at him.

"Sure, Mysterio got away, but we managed to get five out of the six of them," Gwen said. She looked at Peter with an optimistic expression on her face. "Beetle, Shocker, Rhino, Sandman, and Vulture, those are five of the most deadly enemies."

Peter had to agree. They were taken out of prison, and then put back in. Mysterio was the only one who had slipped in the night. The two of them exchanged an expression. Peter was really thinking about what had happened today. He was trying to determine exactly who was behind today's attack.

"Who do you think who was behind it, Gwen?" Peter asked.

Gwen looked thoughtful. She looked at Peter at that moment, and shook her head. "I don't really know who it was. It could have been a new player on the scene. Someone had to have the resources to get them out of prison. It could have been the Kingpin or Doctor Octopus."

"It could be," Peter suggested. However, he was not too sure. "I'm leaning towards a new player. All of the crimes that have happened recently, there just seems to be like there is someone else new on the scene .And this someone won't be going down easily. He might be someone more dangerous."

If Peter had to think about it, this new player was someone who was completely desperate. Desperation was something that made for a far more dangerous foe than anyone else. He closed his eyes and thought about everything. If he could figure out who this new player on the criminal underworld was, then he might be able to figure out who this enemy was.

"One day a time, we knew it was not going to get easier," Gwen said. She rested back, and snuggled her head on Peter's chest. Peter wrapped his arm around her. They were equal partners, and they would get through everything together.

Peter had nodded. That much was the truth. He thought a few times that Spider-Man was not the solution out there. However, it was part of the problem. A huge part of the problem, as these criminals kept coming back again and again. He was the main target. There have been more of his fair share of critics who had really ripped into Spider-Man, and had said that he had caused the criminal element more than helped solve them.

"Spider-Man saved the day once again, and that must count for something," Gwen replied with a smile.

Peter had to nod. That had to count for something. It always had to count for something. Even if Mysterio was still out there, and even if the mastermind behind this was still out there, the other members of the Sinister Six were put behind bars.

He leaned back with Gwen, and relaxed. It was time to unwind. It was the calm before the storm before something else was inevitable to happen.

Peter did not know what, but he would be ready. He had a great girl on his side, and that was half of the battle.

**To Be Continued in the Next Arc "The New Class."**


	3. New Class

**Chapter 03: The New Class.**

"You've got to be kidding me, this is still a thing?"

Those were the words that came out of Gwen Stacy's mouth. Biting her lip, the girl's eyes contorted in thinly veiled disgust. Her eyes were on the television set, and she watched the latest anti-mutant propaganda. For the past three years, the Friends of Humanity had been hanging on by the barest of threads. Graydon Creed remained in a catatonic state for all of these years. There were many who speculated what happened. There was a great deal of stress that was put on him.

The man who had founded the Friends of Humanity had been put out of commission. That much was for sure. However, the people who had believed his lies had lived and continued to push on with their anti-mutant crusade. Despite the fact that mutants were more accepted than they were a few years ago, there was still a fair share of anti-mutant hatred. That would always be the case, no matter how far people had come, there was always those individuals who wanted to drag everyone and everything down again.

That hatred was something that turned the stomach of Gwen. She watched the scenes that played across the screen. They were not as vivid, or the words as strong. However, the very nature of everything was there. Gwen tapped her foot. She looked up, and saw Peter arrive at that moment. Peter walked inside and started to look around noticing Gwen when she stood there.

"Gwen what…." Peter started and then he trailed off. He saw the latest Friends of Humanity propaganda piece move across the screen. A disgusted expression spread across his face. "Oh, yeah, these guys."

"Yeah these guys," Gwen said. Her face flushed with a mixture of agitation and irritation.

Peter looked at Gwen with a serious expression. Gwen shook her head, and thought about everything. "Yeah, I know I really should look away. And I'm trying to. It's like a car wreck."

"Ugly and hurts a lot of people?" Peter asked.

Gwen nodded immediately. That was the most apt metaphor that they could think of. Gwen stood up with a look of disgust crossing her face, and watched the commercial wrap up.

"Pretty much, yeah," Gwen said. She looked at Peter with a smile on her face. "I'd like to live to see the day where people did not have this kind of attitude. Where they look at people who are different in a negative light, and just discriminate against them, but it does seem hopeless, doesn't it?"

Peter just gave Gwen a consoling look. There was a big part of him that wished for that too. However, people had been waiting for that day for years. There were no more Friends of Humanity propaganda pieces on the television at that point. They were fewer and further between than they had been in the past. Hopefully there would come a day where they don't have to have that trash shoved in their face.

"I can't believe we have them in our hands," Peter said. Gwen looked at him with a questioning expression. "You know, our college diplomas"

Graduation had occurred a few days ago. And it had gone without incident. With the new mob activity out there, Peter had half expected something to happen. For once in his life, he had gotten out of a situation without anything bad happening. He stepped forward, and held Gwen's hand.

"The two of us, we managed to get through that" Gwen said. She smiled at the thought of the situation. "And remember the promise that Professor Xavier made to us a few years ago?"

"We would get teaching spots at the Xavier Institute if we had gotten our degrees," Peter replied, remembering it well.

The X-Men were still out there. They were still fighting a world that hated and feared them. The roster had undergone many changes over the years. Team members had left, some new ones had joined, and other team members returned after a short time away. Peter and Gwen kept in touch with many of their friends in the X-Men, and would be meeting up with them shortly.

From what they heard, Professor Xavier had just had a fresh recruitment drive, and recruited several new students to the Institute in recent time. Peter and Gwen thought this would be the best way to get their feet wet in their new teaching degrees. Kitty had told them that the newest students were a spirited bunch, and warned them to be on their guard.

How bad could they be?

The next step in adventure waited for them. Another Friends of Humanity advertisement popped up. That was silenced, when Gwen had muted and then turned off the television.

"Yeah, I think we've heard enough of them for one day," Gwen replied.

Peter would have to agree. He joined Gwen walking out the door. Checking the time, they made their way to the Xavier Institute. It would be good to touch base with friends. The two suited up in their respective outfits, and hit the streets. Providing that they did not run into any trouble, the two of them would make it to the Xavier Institute within the next hour or so.

Patrol went smoothly. Not even a jaywalker or a carjacker was found by either spider themed hero. Once they saw the streets were cleared, it was off to the Xavier Institute.

* * *

The Xavier Institute for higher learning had been through many trials and tribulations over the past number of years. Yet, the dream of one man stood strong. That man was Charles Xavier. He had founded this school nearly seven years ago, and took in his first class. His knowledge of the abilities of mutants allowed him to train them in said abilities. Some had joined, and others had gone on. Still for the past seven years, many students had passed through the halls of the Xavier Institute.

Peter and Gwen walked up to the Institute, and took the sights in. It was an amazing building. And it had not been destroyed by any kind of attack for the past several months. That must have been some kind of record. Peter and Gwen had counted the Xavier Institute being destroyed nine times within the past five years, and there were several other attacks. The two were sure that they were missing some.

"So, I feel like we breached another barrier in our development," Peter said.

"You mean we finally got the diplomas in our hands, and we're qualified to teach," Gwen retorted, and Peter responded in confirmation. "Xavier said that he would pay us well."

"He's a man of his word," Peter said.

Charles Xavier had a dream for peace where all humans and mutants could live in harmony. It was a dream that many individuals scoffed at. Never the less, he kept pressing forward. No matter what, he would not let up. The dream of Charles Xavier would continue to live on for as long as he could manage. Gwen was the first one to reach the door. She lightly knocked on it.

The door opened and a brunette girl with freckles answered it. She was a head shorter than both Peter and Gwen. Her name was Katherine Pryde, or Kitty to her friends. She was Shadowcat of the X-Men. At nineteen years old, she had been part of this team since the age of fourteen, and had grown from a wet behind the ears rookie, to a valued team leader. Kitty could shift her molecules, and walk through solid objects, becoming intangible.

"Peter, Gwen, it's so good to see you," Kitty said in an excited voice. "It's been forever."

Peter and Gwen smiled.

"Yeah, it really has been forever," Gwen agreed. The blonde looked at the younger brunette."With all of we've been doing, it must have been a lifetime."

"It's good to see you," Peter said. "The X-Men have been staying out of trouble I take it."

Kitty laughed with mirth at that one. "Well, as much as we normally can. You know us, and trouble. It keeps stalking us. We try to put a restraining order on it, but it just chases us around every corner."

That was actually a realistic explanation about many things. Peter and Gwen walked forward, and just took a moment to reflect on everything that had occurred. At twenty one years of age, the two had been through a lot in their lives. Through the many trials and tribulations, they had each other. The rest of the X-Men sat around the room. They were just resting after a the Danger Room session, and could be feeling the burn.

One of the senior members of the team, Robert "Bobby" Drake sat on the ground. He was codenamed Iceman, for his ability to conjure ice and use it. He had joined the X-Men at the beginning, and now at twenty one years of age, he was considered to be a valuable asset to the team. He had grown a lot, but at the same time had a lot of growing to go.

Laura Kinney sat on the floor next. Codenamed X-23, the seventeen year old girl was given the powers of Wolverine in a sadistic experiment done by Mister Sinister. For all intents and purposes she was his genetic clone. The X-Men had helped her through some tough times, and she was much better. She offered Peter and Gwen a rare smile, and a nod. Peter in particular helped her through some tough times, and she appreciated his friendship.

Rogue was next on the floor. She had the powers of energy absorbing, and she could touch anyone to absorb their memories. Of course, that was a double edged sword, as she could not be in a relationship with anyone ever. This caused the woman a great deal of angst. She had focused her abilities into the Danger Room training sessions.

Piotr Rasputin, or Colossus, stood against the wall. He was a twenty three year old Russian mutant who could convert his body tissue into organic steel. This allowed him a great deal of invulnerability. He offered Kitty a smile, which she returned. The two of them had been dating for almost a year, after dancing around each other for quite some time.

Two of the founding members of the team, Jean Grey and Scott Summers were next. Both twenty four years of age, they had been with the X-Men since the very beginning. Jean Grey had telepathy and telekinesis, along with the powers of the cosmic Phoenix Force. The Phoenix Force was power personified, and she had to work hard to control the darker impulses on it. There were sometimes where she had held herself back, and there were times where she let loose. Of course, Jean shielded these moments from the team.

Scott, or Cyclops, had his eyes hidden beneath a ruby visor. That would allow him to control his optic blasts, which could be used to great force and focus.

The X-Men had many new recruits over the years. One of them was Scott's brother, Alex Summers. Alex and Scott had thought the other dead, but they found out differently just a year back. Alex could fire the same optic blasts that his brother could, only from his hands, instead of his eyes.

The group in this room was rounded out by Lorna Dane. Lorna was a rather shy girl with green hair that had joined the group just a year ago. She was nineteen years of age. Her mastery over all things metal had given them a hint of who her true parentage might be, although it was hard to prove.

Another member joined them. Ororo Munroe, or Storm stepped into the room. As her name indicated, she had mastery of the weather.

"Peter, Gwen, welcome, it's always a pleasure," Ororo said with a smile. "I apologize but Charles had to leave on a mission of urgency."

"We understand," Gwen replied in an honest voice. Someone like Professor Xavier had many things that demanded his time.

"Professor Xavier doesn't seem to want to tell us why he had to leave," Bobby said.

Scott was quick to jump in. "Now, Bobby, I'm sure that the Professor had his own reasons."

Bobby just snorted. He had been hearing that song and dance for years, especially from Scott. There were sometimes where he did not recognize Scott's face without the Professor's backside in front of it.

"We do seem to be short a few X-Men," Gwen commented.

Ororo nodded. Kitty stood by her and elaborated.

"Well Beast is the government liaison between humans and mutants. Kurt decided to return to Germany, and try to reconnect with his roots."

"Any idea when he'll be coming back?" Peter inquired.

"He said when the time was right," Ororo inputted. "And Warren…"

They all knew what happened to Warren Worthington the III, better known as Angel. His wings had been severed three years ago thanks to Norman Osborn and his Sentinels. His love of flying had caused him to be benched, and that had caused bitterness and resentment towards his fellow X-Men.

"I try and call Warren a few times a week," Jean said. "He doesn't want to talk to us."

Scott gave her a consoling look. What happened to Warren had been hard on all of them, especially the original members of the team. Bobby, Jean, and Scott all exchanged looks.

"And then there's Logan," Kitty added quietly.

It was Laura who shifted at that point. It happened six months ago. There was a battle with a group of mutant haters called the Purifiers. They had been trying to take out the X-Men. Logan had seemingly made the ultimate sacrifice, and had allowed the X-Men to escape and live to fight another day. Laura was put off by these thoughts because she felt she could have saved them.

The only hope out there was that they never found his body. Therefore he could still be out there. Although what state Logan was in, none of them had the slightest idea.

"How are you holding up, Laura?" Peter asked.

"I'm fine!" the girl snapped. She had inherited Logan's temper, and his inability to open up to others around her.

Peter backed off. "Fine, but you know we're here to help you."

The dark haired mutant just stood, and her eyes narrowed.

"I need to go for a walk," Laura mumbled.

Laura had no idea why Peter made her feel like this sometimes. She shook her head. It had to be the Danger Room training sessions, they were making her cranky.

"I'd let her go," Rogue said. "Logan…well he was a valued member of this team. He could have his moments of rage, but it's affected all of us."

"And affected Laura even more," Gwen said sadly.

"Yeah, she'll come around, and one day Logan will come home," Kitty added. She tried to keep the optimism present in her tone. "He has to, he's Logan."

Gwen and Peter stood, and Ororo cleared her throat.

"I suppose it's best if we introduce you to your new charges down the hall," Ororo said. "I hope you survive the experience."

Peter and Gwen exchanged a smile. How bad could it be? They had survived a lot. Teaching was just the next great adventure, no matter who they had to teach.

* * *

Getting a group of teenagers/young adults in one place without causing too much of a disturbance had always been something that was a challenge for educators of all types. To add the fact that they had mutant powers into the equation and one might as well have been prepared to pull their hair out. Peter and Gwen stopped outside the door, where the classroom was. A group of students sat around, of different states. Ororo stood behind them, a smile crossing her face.

"They're quite the spirited group, aren't they?" the weather witch asked.

Peter fired back with a smile. "Ah to be young and carefree, and a teenager again."

"It does seem like ages ago, doesn't it?" Gwen added, with a teasing smile on her face. "We're over the hill and all washed up."

"Hey, speak for yourself," Peter bantered back.

"Peter!" Gwen exclaimed, folding her arms, and looked at him. "So who do we have, Ororo?"

Ororo consulted her clipboard, before she looked at them all. She pointed out the redhead girl sitting in the front of the class, laughing with an Asian girl that was near her age. "The redhead is named Angelina Jones, or Firestar, as the codename she has chosen. She generates microwaves, causing heat that can harm anyone she attacks."

"Very interesting," Gwen remarked.

"Yeah, that might be hard to control," Peter said. He invited Ororo to continue, which she did.

"The girl talking to her is called Jubilation Lee, or Jubilee," Ororo commented. Gwen and Peter nodded, and waited for her to continue. "She creates blinding blasts of energy, or to put things in laymen's terms, she uses fireworks that can blind her enemies."

"Great," Peter agreed, and once again, he invited Ororo to continue.

Ororo consulted her clipboard, and pointed out the next two, two boys who were talking in the back. "That boy is named Sam Guthrie, or Cannonball. He can propel himself into the air with the force of one."

"So the name is apt," Peter said.

"Yes, " Ororo agreed. "And the boy next to him is Roberto de Costa. He has chosen the name Sunspot, and can absorb solar energy for flight, and has certain other abilities that have manifested through his X-Gene."

"And the final one," Gwen, and Ororo took that as the opportunity to explain.

"Her name is Megan Gwynn, she just arrived at the Institute from Wales today," Ororo said, and she kept an eye on the girl who was just settling in to the team. "She can manifest wings which enable flight. She is also able to utilize pixie dust to create a hallucination effect on her opponents."

Peter and Gwen exchanged an expression at that moment. They were going to offer no comment, even if that last power offered some intriguing possibilities. They stepped back, and Ororo briefed them with more information.

The members of the New Mutants class were talking, and just hanging out. However, the presence of the new arrivals outside had not gone unnoticed. Jubilee in particular was looking out the window of the door with interest.

"I wonder who the cutie is," Jubilee remarked.

"New teacher," Sunspot told her. "Didn't you hear about it, or were you too busy gossiping?"

"No, I must have missed it," Jubilee remarked, and watched everything.

"He is rather hot," Firestar commented, and she surveyed the new teacher.

"And about to be married, if you saw the ring on the other girl's finger," Cannonball said. "The other new teacher, she's his long term girlfriend, or so I heard. They've been together since High School."

"High school sweethearts, that's so romantic," Jubilee said, positively gushing. "Still, about to be married or not, you can't admit he's not easy on the eyes. Right Megan?"

Megan, or Pixie as her codename was, blushed, finding her gaze lingering on Peter. Granted, the other two girls in the room stole their share of glances.

Ororo had noticed them looking. Gwen's face twisted with amusement.

"It seems like three more girls have fallen to the charms of Peter Parker," Gwen teased him. Gwen had taken such things in stride.

"Ah, you're the only one in my heart, Gwen," Peter said, wrapping his arms around her.

"I know," Gwen said with a grin.

The fact Peter got a huge amount of attention, both in and out of costume, was something that Gwen was more than used to at this point. He did attract just as much female attention as he did attempts on his life. Gwen could not get jealous, and really could not fault these girls for their good taste.

"You can begin teaching tomorrow, right now I can show you to your office," Ororo said.

"An office?" Gwen asked, and a grin spread across her face. "Wow, we're really moving up in the world."

Peter had to concur. They had come a long way, and hopefully if they had any role in the ongoing expansion of mutant and human relations, it would be worth it. Gwen and Peter walked with Ororo, who appraised them on several changes that had gone on in the mansion over the past few weeks.

The Xavier Institute was one that was always subjected to change, to make sure young mutants got the training they needed. Peter and Gwen prepared themselves to be a part of that change, and preparing to lead the next class of X-Men.

* * *

"So what did you think of them so far?"

Kitty asked Peter and Gwen this question as they had walked down the hallway. The two exchanged an expression, before Peter offered his honest answer about what he had seen so far.

"I don't really have that much to go on," Peter told Kitty. Kitty's eyebrow rose, and she invited for Peter to continue. "Seriously, I just got here, and just popped in on the five of them. They do seem to be a rather spirited group, like Storm said."

"Spirited is putting it mildly, so I guess we're going to be teaching together, the three of us," Kitty replied. The girl reflected on the past "I remember when I was the plucky young recruit, with stars in my eyes, and hope for something in my heart."

"And look at you now," Gwen replied. Kitty folded her arms over her chest, and looked at the older blonde with a smile. "You're practically one of the senior members of the team."

"Well it was bound to happen, sticking around for enough years," Peter added. He remembered his early team ups with the X-Men. It did seem like it was a lifetime ago, and in some ways, it might as well have been. There were many mistakes on the road, as he grew as Spider-Man.

"Hopefully they don't drive you guys too nuts," Rogue said when she popped up. "So, did the girls fall for the Peter Parker charm yet?"

"Yes, about five minutes in," Gwen responded.

Kitty looked amused, that was the case always. Peter seemed to attract female attention, and most of it was unwanted, and in a few cases, it was downright psychotic.

"That about figures," Bobby said, popping up to join them. "Still after all of these years, I don't know how you do it."

"Well there's really no secret, Peter just is himself, and that's what makes him great," Gwen answered.

Peter looked rather pleased with himself.

"Ah, Gwen, you're making me blush," Peter said, but he looked pleased with himself.

Gwen nudged Peter with a teasing smile, and a mischievous twinkle in her eye. "Yeah, but don't let it get to your head."

"If Peter let it get to his head, I'd eat my hat," Bobby said in a confident voice.

Rogue could not resist chiming in at that moment. "Do you even own a hat?"

"I'd get one just so I could eat it," Bobby fired back.

A fond smile crossed Gwen's face at the interplay. This was the kind of banter that she had remembered from her brief stay at the Xavier Institute. It was something that she enjoyed when it happened. Peter's eyes also danced with remembrance to those days. It had been one of the most tiring times of their life, but on the other hand, it was spent with friends.

Laura sat, watching, her arms folded. The girl seemed to still blame what happened to Logan on herself. Peter had been down that road before, blaming himself for something that had happened to a love one. There was a still a chance that Logan would have been out there. Peter decided to edge away from everyone. He took a step forward, towards Laura.

"What?" Laura asked.

"Look, I'm sorry, it must be very hard," Peter said.

Laura folded her arms, but her expression softened. The fact was that if anyone knew what she was going through right now, it was Peter.

"It should have been me," Laura replied in a flat voice.

"But it wasn't you, and Logan might be out there, we can't give up," Peter said.

"Are you always this much of a fool to the point of blind optimism?" Laura remarked. The truth was that she did not mind this quality about Peter. In fact, she found it rather endearing, and kind of cute. That fact was that she would deny it to Peter's face, or anyone else's.

It was Peter at that point who had a remark.

"Well, I could have gotten buried alive under my own self-loathing, and in fact I have a few times. It's a dark place to be."

"You should start writing a self-help book," Laura said, but the girl turned around, closing her eyes to hide the expression on her face. "I'm just taking a look at the Danger Room programs. Logan used to run these things all a time, and if…if he's gone, I would want to do a credit to his memory."

"Yeah, but don't kill the new kids on their first day," Peter told her.

Laura offered a small grin. "Don't worry, I'm not going to kill them. Maybe I'll make them sweat it out a little bit. They look like a group that should be knocked down. Just sit back and enjoy the show, Peter."

"Hopefully it won't be a horror show," Peter retorted.

Peter walked over towards Gwen. Gwen looked at Peter, silently asking the question without words.

"She's coping in her own way," Peter replied to Gwen.

Gwen just offered a nod. Coping in one's own way was the best that someone could hope for. Now Gwen walked Peter over, and they saw the New Mutant Class of the Xavier Institute. The other senior members filed in.

"I can barely watch this one," Alex said.

"Yeah, I remember your first time, little brother," Scott told him. "Didn't you almost pass out?"

Alex turned around with a cross expression filling his face. Both Jean and Lorna looked rather amused at the interplay. Peter and Gwen stood back, and watched the few new students enter the Danger Room.

' _Hopefully they survive the experience,'_ Peter thought to himself, and that was really honest.

* * *

The new recruits had been bold and brash, with stars in their eyes. That was going to be a notion that would be corrected shortly. The Danger Room would break them into the X-Men officially. Peter and Gwen watched the session. Both of them had a few rounds in the Danger Room during their day, and there was one thing both of them could agree with. It was no picnic inside that room. It was important to keep their heads up.

"I kind of wonder if they know what they're in for," Peter commented.

A smile crossed Gwen's face, and she watched them. "Well, they're going to learn what they're in for shortly. It's not as if it's a mystery for too long."

Peter stiffened before he nodded in agreement, and watched everything happen around them. The five newest members of the X-Men, the New Mutants class entered, and braced themselves for what was to come. Cannonball, Sunspot, Jubilee, Pixie, and Firestar all stood ready. All of them seemed determined for the most part to make a good first impression.

"They might be determined to make that good first impression," Peter offered. His expression turned into a knowing smile, and he watched the young mutants circle in. "But I think it's going to be the Danger Room that's going to offer its own impression on them."

"Maybe they'll do okay," Gwen offered. There was something about this notion that she doubted, but it was best to keep a head up and about.

Kitty, Rogue, Bobby, Jean, and Scott joined them outside of the Danger Room, with Ororo following them. Given that they were the most senior members active on the team, it was up to them to observe everything, or perhaps to stand back and let the charge unfold.

"Just remember, this is a test simulation, to see where your powers lie," Ororo informed them. "Improvisation is crucial, so think on your feet, and do not be afraid to step outside of the box of what seems to be conventional."

The New Mutants all stood, and eventually the Danger Room lit up, and was ready for them. The lights blinked on and the training program was loaded. The five young mutants stood ready for what the Danger Room could throw at them.

"Novice training level one, begin," the Danger Room droned.

A look of agitation crossed Firestar's face, as the redhead girl frowned. "Please, novice training, I thought we were going to sign up to learn how to…"

Firestar never finished the statement that she made, for a laser cut through the air, and nearly struck her. The mutant youth got the hint that something was happening that was about ready to make her eat her words. Pixie and Jubilee stood around. This was their first taste of what being a potential X-Men was all about. Cannonball was the first one to really get one clear shot, but his powers were all over the place. Some of them panicked.

Peter and Gwen watched, with their arms folded, and just mentally took notes. They did have a basic understanding of their powers, and for a practical exercise, one could argue that they were not doing bad. The team moved around, and tried to get some semblance of coherency.

"Yeah, I don't think it's going too bad," Kitty replied. "Mostly better than my early Danger Room sessions, and I'd like to forget those, thank you very much."

Gwen smirked, and remembered the stories that Kitty had told her of those embarrassing early lessons with the X-Men. They had been extremely valuable life experiences. The New Mutants circled the room, as the watchers on the outside monitored their progress.

Ororo was carefully yelling out instructions and advice whenever she could. "Do not lose your focus in there, remember to take a deep breath and calm yourself when you have a second. Do not take too long, and do not let everything overwhelm you!"

Jubilee gave a little yell out that showed that she was very overwhelmed with the situation. Sunspot looked at her, with a roll of his eyes.

"Storm said keep it to together," Sunspot said.

Pixie piped up at that moment. "We can do this."

"We can't do this!" Jubilee fired back.

Firestar looked as bold and confident as ever, and disrupted a few of the lasers with her microwaves. "I'm going to say that we can do this, and we need to keep moving. Come on team, stick together."

"Angelica's right, we can't go to pieces in the first raining session, what will that say for us?" Cannonball asked. It was a rhetorical question with no need to answer.

The team was starting to show a bit of cohesion, but it was a long way for them to go. Peter observed them. The team tried to keep their attention to what was happening in the room, and the five newest X-Men continued to fight through.

"So, what do you think?" Gwen asked.

"A bit rough around the edges, when you think about it," Peter chimed in.

Gwen nodded in agreement, and Kitty was the next one to pipe in with her two cents. "They do have some potential, if they can get it together and stay focused."

"That's a big if for some of them," Rogue said, noticing that their concentration wavered.

"Yeah, but if they keep it up, and stay here, and are willing to learn, we'll be able to help them," Kitty answered.

Mutants came and mutants went at this school. There were some who had stayed at the hallowed halls of the Xavier Institute for years, and others who had left only after a few months. That would continue to be the case. Storm kept an eye on everything, and the Danger Room session ended. The five would be X-Men stumbled out of the room, breathing heavily.

Laura stepped up, having watched from the shadows. The mutant offered her assessment of the situation, and eyes were narrowed out everyone. It was her way in following in Logan's footsteps, as lofty as a goal that may be.

"Decent work, the real training starts tomorrow," Laura told them, a slight smile crossing her face.

The new students groaned, and Laura vowed to take some time to head into the Danger Room to really cut loose. She was in need with some stress relief.

"Well this should be an interesting new chapter in our lives," Gwen added.

Peter responded with a smile, and gripped her around the waist. "Yeah, and one that will have many turns."

Peter and Gwen stood with each other, and both thought about what the future was to bring. It would be an interesting one for sure.

**To Be Continued in the Next Arc "Prodigal."**


	4. Prodigal Part One

**Chapter 4: Prodigal Part One.**

Trust was a delicate thing to say the very least. It was something that took many years to build, but it could be destroyed in an instant. These thoughts was what went through the mind of Peter Parker. It would not be the first time where lack of trust had been any issue, and all of those years ago, he regretted one thing. This brought to his mind as he and Gwen were going up to visit Harry Osborn.

If he had been up front to Harry about the entire Spider-Man thing to begin with, then Harry would not have had the drug overdose that nearly died. Granted, Peter had half thought that Harry's father had his share of the problems, and contributed to his son's ugly decline. However, Peter was not completely going to escape from blame himself. He had a chronic ability to blame himself for everything.

Gwen was the one who noticed something was off with Peter, and she had frowned. The two of them were walking out of the redone Oscorp office building. The entire building had been changed a great deal since the days where Norman Osborn had run the roost. In fact, it was like a completely new overhaul had been done. Gwen frowned, and grabbed Peter by the wrist, firmly.

"You're thinking about how we should have been more honest with Harry all of those years ago," Gwen replied, and Peter nodded, bracing himself. It had gone over his mind countless times, over and over.

"See how it might have looked to him from an outsider's perspective," Peter replied to Gwen, and Gwen nodded, she understood. "To him, it was like we were keeping something from him. The more Spider-Man was out there, the more our friendship kept pulling apart."

"And Harry turned to other vices," Gwen answered in a dismal voice, but then she turned around and looked up at the imposing building before her. Then she looked back to Peter. "I'm not saying keeping the secret from Harry helped with his mental well-being, but there are two sides to every story, Harry's especially."

Peter thought about everything long and hard, as the two of them walked up. Harry spent months and months in the hospital, and many more years in rehab. He got the best care money could provide, and had just been discharged with a clean bill of health. Gwen and Peter both tried to talk to Harry, but the conversations they had been short and abrupt.

At one time they were the closest of friends. Perhaps not as close as Peter and Gwen were, but Harry had been involved in their little circle since eighth grade. And now, the three of them had been blown apart. The Spider-Man secret, and Harry's fathers descent into the Green Goblin, coupled with his eventual death had caused that wide chasm between both of them.

' _It's do or die time now,'_ Peter thought to himself.

Peter and Gwen walked up to the office building, and Gwen paused for a minute.

"After all of these years, I don't know what to say," Gwen remarked, and she sighed, just frustrated about everything all together. "The glory days of high school are over."

"I hope we can rebuild that friendship, or at least a semblance of it," Peter added.

Gwen's expression darkened immediately, and she looked at Peter. "So do I, Pete, so do I."

The two walked towards the lobby doors of Oscorp, but they had been met by a surly security guard. He seemed to be the type that had no empathy for anyone.

"What's your business here?" The security guard asked.

Peter decided to be the one to field this one. He stood, and looked at the security guard. "We're here to talk to Harry Osborn."

The security guard stood, and looked at them, still surly as could be. There was a moment before he opted to respond to them, in the rudest and most crass matter possible.

"Mr. Osborn said he was not to be disturbed today, for any reasons, especially by people who weren't his time."

Peter stood, and his arms were folded, a bit annoyed by the rebuttal. That sounded a lot more like Norman, and a lot less like Harry. Gwen took a step forward, but the security guard grabbed her by the wrist.

"There's no need to do really do that," Peter told the security guard.

"I'm sure Harry would want to see us, we were his best friends," Gwen told the security guard, staring him in the eye. The security guard felt rather unmoved by Gwen's plea.

There was a moment where Gwen stood, and her arms were folded. The security guard looked at the blonde who stood there bold as brass, and he thought that he would not was going to have that much of a problem.

"Listen, I don't care if you're Norman Osborn reincarnated, you aren't seeing Mr. Osborn, and I suggest both of you take a hike before I call the cops."

Peter seemed defeated, but Gwen did not. Gwen took another step forward, and looked to be someone who had the air of bracing herself for a fight. There was a moment in time, before the elevator dinged at the bottom floor. Harry exited, and looked at them. This was the first time they came face to face in over three years.

Time stood still, as all three parties had no idea what to say. Peter and Gwen wished they knew the right thing to say, but the fact of the matter was that both were afraid of saying the wrong things. Harry shifted, and took a long sip from the coffee he was drinking. Mentally he mused that it was just replacing one vice with another, but that was beside the point. His dark eyes fixed on Peter and Gwen.

"So, Peter, Gwen, what do I owe the pleasure?"

Gwen was the one who had answered. "Harry, we were just stopping by to check up on you…"

"I'm fine, thanks for asking," Harry replied in a cold and distant voice, and he looked at Peter and Gwen. He noticed the ring on Gwen's finger. "The two of you are getting along rather well I see. Have to set a date yet?"

"No," Peter answered to Harry. "Merely a promise."

Harry held his hands on his hips, and just stared down at Peter.

"Well, that type of promise hopefully means a lot more to Gwen than it ever did to me," Harry said. "I should thank the two of you. You taught me a harsh lesson. Of course, the lesson was not harsher than my father's demise. I knew it was coming, but somehow, I thought that it would not be the way it did, and all because of Spider-Man."

Harry took another long drink from his cup of coffee, and his gaze focused on Peter and Gwen.

"So, congratulations to the two of you, but perhaps our friendship were one that was a momentary distraction," Harry replied, not caring what Peter and Gwen thought. "My rehab sponsor told me that I should to the best to separate myself from poisonous influences in my life that would lead to my disease relapsing. And there was no more poisonous of an influence than you two, after all of the secrets you kept to me."

Peter opened his mouth, but Harry cut him off.

"Whatever it is, I don't want to hear it, Pete, it's over," Harry told him in a firm and unmoving tone. "Your concern is not needed, my life has moved on. I plan to rebuild the reputation of Oscorp, and prove my father wrong."

"Well I'm sure Norman will be proud of you, Harry," Gwen retorted, and Harry looked at his once friend. "Because you're sounding just like him."

That was a statement that had cut Harry deep, even though the Osborn scion did his best to shrug it off. He watched Peter and Gwen turn around.

"So see you around," Peter told him, looking over his shoulder.

Harry offered a stoic nod, and did not even call back after them. He watched the two of them leave the office. The young Osborn was secure in the knowledge that they had cut him out of his life.

Peter and Gwen both thought one thing when they left. That could have gone better, all things considered.

Harry Osborn left his friends behind, without another word to them. The truth was he felt a microscopic amount of guilt. However, Osborns never felt guilt, and they most certainly did not apologize, for any reason, whatsoever. That was something that Harry had drilled into his head, and that was a lesson that he led into his adult life.

Part of his bad mood had been tied into the fact that the press had been going around him like vultures. Naturally, they had all wanted to know if he was truly clean. Harry clutched the coffee cup in his hand, barely noticing that there was liquid inside. He dropped the cup on the ground, and took a couple of steps forward. Harry shook his head, having finally figured out the reason why these celebrity drug cases kept falling back off the wagon.

Having someone hound you twenty four hours a day, and seven days a week, would be enough to make anyone want to take something that would get them in a sounder mind. At least that's what Harry's story was. Reaching into a briefcase, Harry pulled out a few plans. Oscorp did an adequate job in running itself. One would need to put an asterisk next to the word adequate.

' _Nothing, but red,'_ Harry thought to himself, his beady eyes fixed on the papers, that he continued to read. His mouth had barely moved, and his gaze trailed down every single bit of the paper. _'That's what I'm going to see unless I find a way to turn everything around, but it's easier said than done. It's way easier said than done.'_

Harry could almost hear his father's taunting voice in his ears, having branded him as a failure. He did not want to live up to that stigma. Harry Osborn wanted to succeed, and prove that he was not leeching off of his dad's money.

His cell phone rang, and brought him out of the thoughts he had. Immediately, Harry put the phone to his ear, and heard the person on the other end.

"Yes, I know, my production department is working on it as fast as they are able to," Harry replied in a crisp voice. "I'll brief you on their progress within the next week."

' _I may have to look for another production department,'_ Harry thought to himself. _'Time to remind them that they can be replaced.'_

Harry paused, and recalled that was another Norman Osborn like thought to have. He had spent most of his childhood and teenage years, loathing his father. Now, time passed, and Harry became more like it. Perhaps there was something to the saying that one was doomed to become their parents after time had passed. Harry sure felt this way, and he took a deep breath, to hear the elevator door ding, and open up.

At first, he thought that it was someone, but it turned out to be an old friend of his from rehab.

"Jason," Harry remarked crisply to the young man that showed up.

Jason Macendale had been support buddies with Harry in rehab, and in fact the two young men had gotten through a lot, with their personal demons. Jason did not really tell Harry what he was in rehab for, but something like that was most certainly on a need to know basis. Still as a favor, Harry had gotten Jason a job as a security guard.

"I hope you are well today, Harry," Jason said, his demeanor rather cheerful.

In rehab he lost everything, his marriage, his daughter, his job, and his home, and felt that this bred an opportunity. He stole to take drugs, and took drugs to steal.

"Just one day at a time, you know how the saying goes," Harry replied, recalling what was taught to him.

Jason's face turned into a bit of a knowing smile, their rehab sponsor had drilled that saying into their head repeatedly to the point where Jason could have sworn that it would have been etched on the top of his skull. "All too well my friend, all too well."

Jason turned and paused to Harry, before casually approaching him with a statement. "I heard some rumors in the news, that Oscorp might be going under within the next year…"

"Rumors are just that, there is no need to put any stock to them," Harry answered in a crisp voice, and Jason was taken aback, yet he nodded.

"No, but this company has seen better days," Jason said without any empathy. "It's hard living up to your father…"

"You have no idea," Harry cut Jason off with bitterness in his voice.

Everywhere he turned around, Harry was compared to Norman Osborn, and everything Harry did was stacked side by side with everything that Osborn did. One could assume that Harry was Norman's clone, and not his son. It was a very bothersome thing to deal with, and Harry found himself getting more gradually annoyed by each passing moment these comparisons were made. They tested him.

"His legacy could be a potential boost for Oscorp," Jason suggested to Harry. "The goblin formula…"

"The goblin formula is what killed my father," Harry said, and he did not want to speak of it.

"Spider-Man was what killed your father, last time I checked," Jason answered in a crisp and collected voice.

That had smacked Harry in the face, and he had no choice, but to nod. The truth was that Spider-Man did play quite the role in the death of Norman Osborn. The final battle on the bridge, and Gwen was involved to, best he could tell. Harry wished they he could look Norman in the eye to prove him wrong, and that was forever robbed of him.

Jason was not done offering his sales pitch, and pushing Harry to use the goblin formula as something that could make Oscorp a lot of money.

"Just think of the possibilities, the formula could be modified slightly as a performance enhancer. It is so advanced that it cannot go up on any drug tests."

"That's a mixed message you want me to send," Harry answered. "You want me to re-work the goblin formula as a drug, when I need to rebuild my image as someone who has cleaned up. What message is that going to give people?"

Jason had worked at a marketing firm before his stint in rehab, and knew the number one rule of the art. One had to trick the consumer into thinking that the company was doing what they wanted, even if it was something that was being done for the best of the company and their bottom line. People tended to be like sheep, and easily lead.

"I would use that formula why you can, perhaps market it as some kind of miracle cure for diseases," Jason suggested.

Harry knew that the formula could cure any disease, or rather physical ailment. It was also done at the risk of frying a person's frontal lobe, and that was one side effect that Harry could not condone.

Yet, another lesson his father told him came back to taunt him. It was almost like he saw his father in the mirror at times, and Norman had taunted him, laughed at his misfortunes, and his hesitations.

"I've got a set of meetings, Jason," Harry told his newest friend.

"Give you some time to ponder it over," Jason said. "The formula has new possibilities that even your father could not have imagined."

The fact Harry Osborn might one up his father was something that had allowed him to pause, and think. The possibility was rather enticing. However, he had an entire morning and likely afternoon worth of board meetings ahead of them.

' _Sometimes, these board meetings should be called bored meetings,'_ Harry thought to himself.

Without another word, Harry walked down the hall, with Jason still watching him. The security guard stepped down, and texted someone.

**Everything's in position.**

* * *

The wind blew outside, but otherwise it was a nice day. The nice weather did not reflect the stormy thoughts that were going through the mind of Peter Parker, and the guilt that had been reflected after everything that had happened regarding him and Harry over the years. The truth was that there were just some problems that could not be solved by putting on the web shooters, and going out there to fight. He stepped to the side, and walked beside Gwen. Something told Peter that there was something on Gwen's mind.

The spring breeze, nearly turning into a warm summer breeze was something that allowed Peter and Gwen to watch for what has happened. Peter took a couple of steps forward, and crossing his arms, shifting his feet from the side to side. Gwen turned towards him, and decided to cut through the uncomfortable silence.

"Do you ever feel guilty about something that you really have no control over?" Gwen asked Peter, breaking the silence.

Peter's expression turned towards Gwen, and he raised an eyebrow. "Really, you're asking me of all people that question?"

Gwen just scarcely acknowledged what Peter had said. The smile crossed her face, and Gwen shifted her feet, before standing up on her heals. Gwen stood back, and Peter threw an arm around her waist. This allowed Gwen to relax just a little bit, and to just think about what was happening. The young woman bit her lip, and thought about everything that had happened.

"Harry's just isolating himself on purpose, and…I don't really know what to do this time."

Peter was the one who jumped in right now, and grabbed Gwen by the hands, before looking her in the eyes. The two held hands and the young man paused, before allowing himself to explain what he felt.

"I really wish that I had an answer to this one. But the truth is, maybe there is no answer. Perhaps there is sometimes where people grow apart. I hate to see that happen, but ever since I got bit by that spider, Harry was pushed further and further away from us. When the drug overdose happened…we should have seen it coming."

"I really hate beating myself up over should haves," Gwen told him, biting her lip, and looking into Peter's eyes. It was hard to really convey what she was feeling right now, and she folded her arms. "Rather, I'm trying hard to figure out what we should be doing right now. But the problem is…"

"We don't really have any answers to that one either," Peter replied in a crisp voice.

Gwen nodded; Peter had hit the nail on the head. There were times where Gwen felt like she had been pushed to the point of no return, but Peter was always there to catch her. There was sometimes where that was literal, and Gwen just frowned, remembering those moments. Peter pulled Gwen closer into a tight embrace, and their eyes met each other in a simmering gaze. It was Peter who had responded.

"Just got to step forward, and do this," Peter remarked, and he sighed. "There are just times where I really wished that I could turn back the hands of time and do something differently."

' _Then again, if I didn't make those mistakes, where would I be right now?'_ Peter thought to himself.

That was a good question, and one that Peter hoped to answer in time. Gwen shifted in a bit of guilt, and Peter could tell what she was feeling. Hell, he was feeling plenty of it after what happened. The question of "what if" had echoed through his head time and time again. What if something happened? What if he told Harry all of those years ago?

Questions that dogged Peter, but Gwen bit her lip and decided to breach the subject.

"What would happen if you told him the secret right now?"

This was not framed in something that Gwen thought he should do, or even something that she thought should have happened, it was more in a hypothetical statement. Peter had stepped back, and tried to ponder everything. He really did want to give Gwen an honest question, but there was something to that was holding him back. He looked at his fiancée, and Gwen waited for him extremely patiently, tapping her foot on the pavement where they stood.

Time tended to stand still with the both of them, and Gwen nudged Peter a little bit with a question expression in her eyes.

"I don't really know Gwen, but the way he's been acting, I'm sure I'm not going to like it."

Gwen had thought about that, and closed her eyes, before nodding. The wind blew through her hair, and time moved slowly, even if there was less than a minute before Gwen had responded to him.

"I guess that there's a chance he could have some kind of relax, but damn it, it's just frustrating!" Gwen yelled, losing sense of herself in the moment.

Peter crossed his arms, and nodded, patting Gwen on the hand in a sympathetic matter. He really felt her pain, and wished that he could do something to alleviate what she was feeling. Yet, there was nothing that he could really do. Peter decided to breach one more subject, and drew his breath, before talking once again Gwen.

"Maybe I could try and talk to him?" Peter asked.

Gwen sighed at that suggestion.

"We tried that before, and it didn't work," Gwen told him.

Peter's expression just turned. "Yeah, but it's worth another try. Perhaps if I can corner him in his office somehow, I can get through his thick head."

"You're never one to give up, are you?" Gwen asked, a smile crossing her face. Peter just wrapped his arms around her waist, and she looked up at him, pressing herself against him, a smile crossing her face.

"You know it Gwen, you really know it," Peter told her, and he leaned forward, looking into her bright eyes. "Wish me luck."

Gwen pulled Peter into a long kiss, wrapping her arms around Peter. The two of them stood in the park in the wind. There was really no one else around, except for a couple with a dog, and even then, they were several miles away from them. The two had locked into each other's embrace and enjoyed the moment. They felt the sensations of their bodies against each other, and their hearts beating against each other. The kiss slowly, and surely broke.

Peter spun around, and pulled away.

"Yeah, good luck," Gwen told him as an afterthought, and Peter's smile crossed his face.

Peter gave Gwen one more parting kiss, this one a bit briefer, but it was still nice. The two had gone their separate ways, and Peter walked off, several thoughts going throughout his mind as he did so.

The fact of the matter was that Peter was going to look up Harry, and have a few words with him. However, exactly what he was going to say, or how he was going to convey it, was going to be another matter entirely. After all of these years of friendship, Peter wondered if Harry did have a point. If things had changed, and people did, but Peter wanted to have one last heart to heart, to really see what was happening.

And if the break was clean, then the break was going to be clean. Peter stepped forward, and made sure his Spider-Man outfit was packed into his back. One never did know when the criminal element would pop up, and Peter was ready for that. In the meantime, he slipped off towards the Oscorp building.

* * *

By some miracle, Peter had managed to slip his way past the security into the Oscorp building. Getting inside was the easiest part, getting past the security and to Harry, that would be the fun part. There was a moment in time where Peter's heart beat against his chest. To think that he did all of this without utilizing his spectacular spider powers, and to him, that would be a greater feat than anything else, combined.

He endeavored not to get too cocky. Bad things happened when he got too cocky, and that went through his mind. All Peter had to do was make it to the main office; surely Harry would have to accept a meeting. Of course, the fact that two security guards moved down the hallway, caused Peter Parker a moment of pause. As the hair prickled down on the back of his neck, Peter realized that the security guards were not for him, rather for something else. That caused him to turn around, where he nearly ran into Harry Osborn himself.

"Well, you're persistent, Pete, at least that hasn't changed about you," Harry told him. "Then again, I'm sure Gwen put you up to this."

"What happened between us, Harry?" Peter asked him.

Harry stood on his feet, a ghost of a smile crossing his face. His eyes looked at Peter, and his expression remained calm. "I don't know Pete, you tell me. We just fell apart, and I really don't know why that would have happened."

Peter knew the reason, oh boy did he ever know the reason. Yet, he didn't want to tell Harry that reason, and he wrestled mentally with his guilt. The guilt ate up inside him, over not coming clean with his best friend all of those years ago.

' _I had a good reason, didn't I?"_ Peter thought to himself, but he was uncertain.

There was a moment in time where the two stood side by side with each other, and then stepped forward. Peter really could not say much more than he already did. Harry had him backed into the corner, and Peter just waited for the next move, whatever that particular move may have been. Harry lightly tapped his foot on the ground, and folded his arms across his chest.

"That's really as far as we're going to get after all of these years, Pete?" Harry asked.

Suddenly, an explosion rattled the ground beneath them. Peter nearly lost his balance, and he clutched onto the wall. Harry staggered, and nearly spilled his coffee onto himself. He took a couple of deep breaths, getting his composure, and his stature back.

"Did you hear that?" Peter asked, eyes raised up slightly.

Harry could hardly believe that Peter asked such a question. Heard it, he felt it, and it shook the entire building. Harry moved over to get security, but the elevator doors opened up immediately. Out walked several armed and masked thugs. Harry took a stance towards then, and his eyes widened.

"What are you doing here…"

"You think we're going to let your father get away with what he did, even after his death, rich boy?" one of the masked men asked.

"What is it you're after?" Harry demanded.

The masked thugs just shoved Harry against the wall. Peter tried to move in, but the thugs grabbed him. He could not fight back, not just yet, for if he did, he would reveal his secret identity to Harry. Peter's knees buckled a little bit against the grip of these masked assailants, and found himself to be utterly helpless.

"We're after what makes the world go around, kid," one of the thugs stated.

Harry got the message immediately, his eyes turning to them. "Money, I've got it, if you want it, I've got it."

"We don't need your money kid, revenge is what we're after, and the Osborn name needs to be dragged into the mud where it belongs," the lead thug stated, and he waffled Harry in the face with a blackjack. Harry dropped down to the ground. "But since you're offering, perhaps we can make an arrangement."

"Do it, anything it's yours," Harry stated through a busted lip and nose, blood splattering everywhere as he spoke.

"Good kid, your old man would have been more arrogant. Perhaps you got some brains that he ain't."

Peter had stalled, and frozen. He had recognized the voice of one of the thugs, which meant the others were far more dangerous than he had thought.

' _Hammerhead,'_ Peter thought to himself.

There was no mistaken the grizzled mobster, and his stereotypical Brooklyn accent. These other members had been members of Silvermane's mob, and that meant trouble, with a capital "T" for Peter. Peter had been roughly shoved, and grabbed by two of the mobsters, guns on the back of his head.

"So, what do you want?" Harry asked, and he noticed the gangsters having the guns to the back of Peter's head. "Leave Peter out of this, he has nothing to do."

"Ah, you know him, then kid, he has everything to do with this, you see," Hammerhead told him immediately, and then the mobster stood by him. "I want some of that stuff, the goblin formula, you know, the kind that made your old man nuts. Well we can refine it, sell it on the street, and make a killin'."

"I don't have any stored here, it's in a facility outside of the city, I swear," Harry told him.

The mobsters held Peter.

"That's too bad, because you ain't going, until I got me some of that green stuff," Hammerhead added. "So how about it kid, I keep your friend as collateral, and if I don't get the stuff within the next six hours, boom goes his head, and he's being fit for a pair of cement shoes."

Hammerhead stopped, and paused, before he added another demand that his mind had just come up with.

"And I want Spider-Man to deliver me the formula."

' _Houston we have a problem,'_ Peter thought to himself, when he realized what was going on. There might be a tiny little problem regarding this.

Harry had come to the same conclusion as well, although for an entirely different reason.

"How I am supposed to contact him, do you think I have him on a red phone, or something?"

Hammerhead just waved off Harry's comments. "Ain't my problem kid, I'm a results man, and I want the results. A lot is hinging on it, so get to work, or both you and your best friend, will be sleeping with the fishes."

Peter had to think quickly. He would expose not only his secret to Harry, but also all of these hardened criminals. And that would not be good. They would go after Aunt May, and Peter could not have that.

He had to think fast, but it was hard when they had taken away his cellphone, not that it would have done much good.

**To Be Continued in "Prodigal Part Two."**


	5. Prodigal Part Two

**Chapter 5: Prodigal Part Two.**

Gwen had returned to her and Peter's house, and was having second thoughts about many things that had happened, thoughts that continued to weigh on her mind. Perhaps it was not prudent to try and push the issue with Harry, after everything that happened, yet Gwen could not help herself to be concerned. The events of the day swam in the blonde haired girl's mind, and made her want to scream out in frustration. For now, she settled for biting her lip, and thus placed her hands on her hips.

' _Things used to be so much more simple years ago,'_ Gwen thought to himself, and the blonde girl bit on her lip firmly, nearly the point where she drew blood. She cut that habit out immediately, and sank down on the chair. Putting her hands up on her face, Gwen just pondered what had to be done. There was no question about it, things had changed a long time ago, and not for the better.

Peter had been gone for about an hour, maybe even an hour and a half, and this was the point where worry began to sink in. To be honest, Gwen appreciated Peter making the attempt to reach out to Harry, but she fully expected Peter to be tossed out of Oscorp, and come back with his apologies at his inability to get through to Harry. Gwen did appreciate Peter's persistence, but there were sometimes where he should have just known where to leave well enough alone. The blonde got up, to twist the knob, and turn on the radio. The usual music had soothed her nerves, and Gwen took a number of moments, to relax, and unwind.

The relaxation came to a halt when a breaking news update came over the radio. Gwen's ears perked up immediately, and something had caused her to stop, and just spin around. Gwen's eyes narrowed suspiciously, and her chest inhaled and exhaled at the news that had come over the radio.

"The police are trying to remain calm at the hostage situation at Oscorp, but the kidnappers refuse to let up and listen for demands. They have the entire building locked off, and might have had inside assistance. Several Oscorp employees, and guests have been trapped, including new Oscorp CEO Harry Osborn, the son of former founder and SEO, the late Norman Osborn. There is no question about it, we are dealing with a crisis situation, and the authorities plead just to let the hostages go, but so far, there has been no word if the criminals inside would have been let off"

Gwen folded her hands over her lap, and just thought about the full degree of the situation. When it rained, it poured, and the next bit of news had caused her to stir just a little bit more.

"The intruders are demanding the Goblin Formula to be delivered to them, and they want Spider-Man to hand deliver it personally. The hostages will only be let go if this is done over the next five hours. Stay tuned to this radio station for more information as it becomes available, and we return you to the greatest hits of today."

Gwen had heard more than enough, Harry was in trouble, and thanks to the situation, Peter would not have been able to change into Spider-Man. It was only a small favor that he was in the building, and if there was a distraction, he could change. That was a big if, and Gwen was not going to hold her breath about such a situation happening, it just seemed to be way too much to hold out hope for.

It was a small favor, but it was not something that was rather likely as Gwen reminded herself. The blonde girl took a deep breath, and managed to adjust her posture, getting up off of the couch. This was a time where she had to think quickly, and hope that the situation could be alleviated, before it ended in a fatality.

Gwen clutched her hands, holding her arms off to the side. It could not end badly, it would not end badly, Gwen refused to go down like that. She stroked her fingers through her hair, heart beating steady and resolved. The young science prodigy knew what had to be done, even if it put herself in greater peril.

That much Gwen Stacy would make certain of, and the blonde took a few steps forward, to prepare to do what she was going to do, what had to be done.

' _Okay, think, Gwen,'_ Gwen thought to herself, and she moved to the closet to pull it open. Ignoring her trembling hands, she placed them to her hips. _'They want Spider-Man, well I'll give them Spider-Man, well kind of.'_

Gwen resigned herself to the task at hand, and spun to fully focus a steely gaze upon the closet. Her gaze to the Iron Spider Armor that had been in the closet, and one of Peter's spare Spider-Man suits, which looked a little ragged. That was the price of battle, and it would be something that had to do. The blonde stepped forward, and prepared to suit up, in both ways.

The spider suit looked a little snug over the Iron Spider armor, but it should have allowed her to pull off the charade. If she remembered rightly, the Oscorp building had an entrance at the top where she could slip in. And the stealth functions on the armor would allow her some further clarity.

Gwen knew it was time, and it was running out. The news broadcast said that there was only five hours. The girl took a deep breath, and pressed forward. She was ready to go, and make a hero out of herself. Most of her missions had been side by side with Peter, but now it was to see how much she was cut out for this, how she could save the day when the pressure was on.

The girl in the spider armor was not going to let them down. A smile crossed her face, and she continued to step forward. She drew her full strength, and prepared to do this. Gwen Stacy was ready to save the day, just like Peter had many times before. It was time for her to put up, or shut up.

She hovered over Oscorp, seeing the police barricades across from the building. Knowing what she had to do, Gwen had swooped down, and was ready to fight, and protect, just like any true hero would.

* * *

Peter Parker pondered how he got in this perilous predicament. There was no question about this, the situation could not have gotten worse, okay maybe it could have, but Peter struggled to think as to why. He crossed his arms, and stood off to the side of the hallway. The fact of the matter was there were instances where he had no real idea how he got into a lot of the things that he got into.

Yet, there he was, standing in the background, just waiting and watching for it all to break. Harry stood beside him, and Hammerhead paced around in the background. He was still masked.

' _I don't even know why he bothers, it's not like any mask is going to cover up that over the top gangster accent of his,'_ Peter thought to himself, and a frown crossed his face, thinking about this more and more. Perhaps that was the idea for Hammerhead. _'And those two goons and their guns, along with Harry here, no way I'm going to get out of this mess any time soon. Oh Pete, you sure do get yourself into some fixes, don't you, old boy?"_

Peter responded with a bit of a sigh, just thinking about how to get out of the mess that he was in. The truth of the matter was that keeping a secret identity was not all that it was cracked up to be, and that was a lesson that had been reinforced many times. The two goons had their guns on him.

"I don't even know why you're even bothering, Spider-Man wouldn't bother with people like you, it's not like he cares about innocent lives," Harry responded, his expression cold and harsh, like another Osborn that Peter remembered. It was hard to believe that this had been among one of his best friends.

Peter just tried not to show any hurt that he felt from that statement, but the truth was that he ached inside, and it struck him straight in the heart. His own best friend, well one of them, and a former one, had just said Spider-Man did not care. Rehab had changed Harry, and now Peter was seriously worried about the changes to his brain chemistry that had happened from using the drugs, and from getting off of them when in rehab.

He took a moment to get his breath, and Peter just looked at Harry, trying to figure out where he stood. Harry did not make any eye contact, there was no need to make any eye contact. As far as he was concerned, the two of them had nothing to say to each other.

"Why do you want the Green Goblin formula so bad?" Peter asked, feeling a bit bolder than normal. Well a bit bolder as plain old Peter Parker, and not as Spider-Man.

Hammerhead spun around, and surveyed this brash young man for a moment. There was a time where he tried to gauge whether or not he could answer, or whether or not he should just pump a slug into this young punk's head. Hammerhead decided that since he was in a mostly good mood that day, he gave him an answer, and cleared his throat, before enlightening the young man.

"You see, the boss wants it, because he ain't doing so well," Hammerhead grunted, and cracked his knuckles.

Peter thought that was the understatement of the century. The last time he fought Silvermane, he had gotten his hands on the Tablet of Time, and the result did not end so well for the grizzled old mobster. The mobster was not so grizzled anymore, having been reduced back into an infant.

"Yeah, got a bit of a problem with unstable aging," Hammerhead mused, more to himself than Peter, and Peter wondered what else happened regarding him. "And that scientist isn't doing him any favors."

"What scientist?" Peter asked, curious about it, but Hammerhead's goons put the guns on Peter's head. "Okay, not getting an answer, am I?"

"No, not going to, kid," Hammerhead grunted, and he paced down the hallway. The guns were relaxed slightly, at least to the point where the goons had gone to the other side of the hallway. That allowed Peter and Harry a moment to take a deep breath, and to look at each other.

The two once friends took a look at each other, and both realized something, an elementary truth that would allow them to accomplish their goals. The fact is that if both of them wanted to get out of here alive, the two of them would have to work together. Peter and Harry locked their expressions on each other, and the two of them stood, waiting for the other to speak.

It was at that moment that Harry broke the ice with a few well-placed words.

"Pete, whatever happens after, happen, but anything that has happens, doesn't matter if we aren't alive."

Peter looked at his friend, and felt some of the ice that had created between the two of them having thawed. He offered a stoic nod, and clutched his fists by the side.

"It's your building, any ideas out of here?" Peter asked to Harry, deferring full responsibility to Harry.

"Yeah, I might have a few."

Harry took a moment to ponder his way out of here. After that moment, Harry allowed himself a look over. The two goons stood, a bit frustrated, and two more goons switched off. Harry was paying attention to how the goons were switching off. It offered them about thirty seconds or less, before two fresh goons had been placed in the hallway.

Peter studied them as well, and Harry talked out of the side of his mouth to them.

"There's a laundry chute to the other side. It should get us out, even if it's a bit rough."

"So is getting bullets in your head," Peter mumbled to him out of the side of his mouth.

Harry took a moment to reflect, and nodded, he would have to agree. Hammerhead stood, arms folded, and the gangster just looked at the clock, mentally ticking down the seconds. A bit of a pained grimace spread over his face, and his knuckles cracked, when the mobster peered at them through his eyes. He tapped on his wrist, like he tapped on an imaginary wristwatch.

"The clock is ticking boys," Hammerhead said in his crisp voice, tapping on a watch on his wrist, and then pointing towards the clock. "About four and a half hours more, and if the web slinger doesn't show up with the goods, well, the police will have fun fishing you boy's bodies out of the Hudson in the morning."

Harry tried to remain calm. His father would not have bowed down to these gangsters. A loud crash echoed from downstairs.

"Boss, the web head's here!"

"Offer him a suitable reception, boys, and the two of you stay here with these two," Hammerhead ordered, cracking his knuckles for emphasis.

Peter was happy that Gwen was adept enough to run interference. He just hoped that she would get out of the situation okay, and it was at that point worry flooded him. Yet, given that he was benched, Peter had no idea what else to do.

* * *

The mobsters ran down the stairs, each step becoming more frantic, and they pointed their guns, ready to fire at the slightest sound. The masked thugs held their guns, and pointed them to the side. Their breath became hitched, and the entire group stood on their toes. The mobsters waited for each and every single motion, and suddenly Iron Spider dropped down, knocking them down with a swift movement.

The mobsters nearly knocked themselves out, and another attack had knocked them down, and the stun blast hit them. She moved forward, and pivoted on her heel, before wiping them out. The stealth function of the armor had been used, and Iron Spider rushed forward, to continue her trek up the vent. The girl knew that Harry and Peter were above, and continued to rush forward.

' _Let's see, this shouldn't be too hard,'_ she thought to herself, but several bullets narrowly missed her, just barely coming towards to attacking her.

"Hey, Spider-Man, what's the matter, too afraid to do any of your witty banter?"

Gwen had to work quickly, because if they figured out that something was up, the entire mission was sunk. She shot a line of electrified webbing down the vent, and it wrapped around her two enemies. The two enemies fell down on the ground, and twitched from the impact. Satisfied, Gwen continued her trek upwards.

' _So close,'_ she thought to herself, and she continued to move closer and closer. She could hear the noises from above, and they made her rather tense. _'Peter, Harry, hold on, I'm almost there.'_

Gwen nearly slammed her way through the vents, and dented them. She found herself uncaring about any of the damage that had been done. It could easily be repaired, the lives of Peter and Harry could not be repaired.

Suddenly, Gwen found herself at the business end of several guns. Cursing her luck, Gwen blasted the ground, and knocked them back into the wall. With a swift flip, Gwen spun around, and slammed the enemies into the wall. They all landed with a sickening crack, and the blonde continued to make her way up the wall, every and every step she made was getting closer.

Gwen heard the voices, and then she was up, ready for action. Immediately, she grabbed Harry, and pulled him out of harm's way the moment she spotted him. Harry went down the chute, and the gunmen went after her. She blinded them with a swift attack, and they staggered around, cursing and swinging wildly in the air.

"The stupid web head blinded us!"

Peter slipped off into the shadows, with Hammerhead going down the hallway to run interference. It was a second of interference, but Peter had managed to throw himself into an office. No one was around, so it was now the perfect time to suit up, and get ready.

"Cut the spider off, make sure he doesn't get out of here in one piece," Hammerhead growled, cracking his knuckles. His men both nodded, and they scurried out, like the rats that they were.

The two men were down, and suddenly, much to Hammerhead's surprise, Spider-Man dove down, and knocked him down. The gangster crashed down to the ground, and slammed down from the impact. He pulled himself up, with a grimace, dusting himself off, and facing Spider-Man, to battle.

"That's right Hammerhead, just you and me now," Spider-Man answered, and with that motion, he clicked his web shooter, and webbed the door shut.

"How did you know it was me?" Hammerhead asked, throwing his hands up, in surprise.

"Please, if you had to ask that one, you'd never know," Spider-Man said, and he leapt out of the way of a charging Hammerhead. Hammerhead smashed himself into the wall and the web slinger knocked him around with a series of punches to the back. Hammerhead staggered, and the web head had been hurled back hard. Hammerhead tried to go after him again. "And come on, again, once more like you mean it."

"Oh, I'll mean it alright next time, I'll mean it," Hammerhead grunted, and he cracked his knuckles at that moment, and swung for the fences.

Spider-Man dodged, and weaved around Hammerhead's assaults, narrowly avoiding being nailed hard and fast. Hammerhead hammered into everything, nearly cracking his skull against the wall. The web head dodged each and every attack, and Hammerhead found his legs wrapped up in the webbing. Spider-Man did a flip, and grabbed Hammerhead, scissoring him around the leg.

Hammerhead smashed the back of his head onto the ground, and Spider-Man continued to elbow him across the back of the head. Hammerhead staggered back, and he breathed heavily. He was like a wounded bull, and Spider-Man jumped up, splattering him with several lines of webbing. Hammerhead pulled Spider-Man into position, and tried to attack him. The web head dodged the attack once again.

A loud crash from behind, and Hammerhead turned around. He was slammed into the wall, and kicked Spider-Man off.

"Just stand still you bastard," Hammerhead remarked, and Spider-Man webbed his mouth shut.

"Hey watch the language!" Spider-Man shouted.

The battle between Spider-Man and Hammerhead continued for a brief second, until Spider-Man managed to utilize Hammerhead's momentum against him on an incoming charge, and send him into a wall. Hammerhead's head was cracked, and he staggered, dropping to one knee. Spider-Man webbed him against the wall, and yanked up the stairs, where he saw Gwen down there, in her Iron Spider armor, with the suit crudely over it.

"Mission accomplished," Spider-Man whispered, and Gwen offered a nod, along with a thumbs up.

Hammerhead was webbed up and the police had been called it. It was time for Spider-Man to slip out, and change back into Peter Parker, and just in time, as Harry came up the stairs. Peter acted like he had suffered an attack. Harry took a step forward, and leaned over Peter.

"That's alright, I'm fine, Spider-Man saved me," Peter managed, coughing a little bit, and feigning a bit more injury.

Harry just nodded, Spider-Man did seem to save everyone, well almost everyone. It came to Harry's attention that someone had let Hammerhead and his goons in, but the real question was who. That would be a matter for him to tell the police, as right now they were on their way up, to collect these mobsters, and bring them to prison.

* * *

Harry slumped against the wall, and blinked a couple of times. All and all, he was not having the best day of his life. Peter stood by him, and it was hard to know what to say to each other. There were many times where Harry had thought about their friendship, while he was rehabbing himself from his addiction.

The truth of the matter was that Peter was keeping some kind of secret from him. Harry had no idea what, but he knew. Gwen was in on it, and knew what was going on more than Harry ever did. And he also seemed to only want to be his friend to alleviate his conscience, both of them did. Harry had plenty of time in rehab to come forth, and see the light. His arms folded against each other, and Gwen followed down the hallway.

"I heard what happened on the news, are you okay?" Gwen asked, and she threw her arms around Peter, pulling him into a tight hug. Peter returned the favor at that moment, and leaned into her.

"Yeah, Gwen, I'm doing just great," Peter replied, but he did not make eye contact with Harry as of yet. There was a moment of anxious tension between the two friends. The pair of them tried to reconcile with each other, but neither of them were able to look each other properly in the eyes. Gwen was about ready to break the silence, and the ice.

Harry stepped back, and shook his head at that moment. He took a step back, and took a deep breath. There was going to be a time and a place for everything regarding them, but that time or that place was not right now.

"I appreciate you two trying to visit me, but it's over, and it's been over for quite some time," Harry responded in a calm and collected voice. His eyes remained narrowed, on the two people he once considered his best friends in the entire world. There was really not much more to say, so Harry did not even bother to say it.

Peter just drummed his fingers nervously on the side of the wall. The secret was on the tip of his tongue, and the need to yell out that, he was Spider-Man. Yet there were two things that were stopping him from blurting out that secret.

The first thing that was stopping him was that there were far too many pairs of ears lingering around, listening for any interesting pieces of information. Peter did not want to blab his greatest secret to all of those ears.

The second thing that stopped him was that Peter was not sure if Harry could handle the revelation. Peter wished that he would have trusted Harry all of those years ago, oh how did Peter Parker wish. It might have saved them some trouble, but it might have opened up the floodgates for so much more trouble.

Peter suspected that he would never know, and he gripped Gwen's hand. Harry continued to peer at them, not sure what to say, for there was really nothing else to say, or to do. He just tapped his foot on the ground, and cleared his throat.

"If that's all we have to say to each other?" Harry asked, giving Peter or Gwen the opening to say something else, anything.

There was nothing that was going to be said.

"No, that's it, sorry for everything," Peter replied, and Harry just immediately looked at them, eyes narrowed, and he offered a short, and concise nod.

"I really have no clue what either of you are apologizing about, but it's too late for me to accept it," Harry warned them, and Gwen and Peter nodded. Harry offered a flicker of sympathy in his eyes. "Congratulations on your wedding, but don't expect me to come to it. I likely have more important things to do."

Those statements cut through Peter and Gwen like knives. The two just offered stoic nods, and spun around. The couple walked down the hallway. The long walk to the elevator, and out of Oscorp seemed like it lasted an eternity.

In reality, it might have latest only ten or fifteen minutes, if that. The two of them continued their trek down the hallway, down the stairs, and out of the life of their best friend. Neither of them had any idea what to say. Gwen offered a tired sigh right beside Peter. The fact that Hammerhead and his gang had been hauled away only paled to what had just transpired.

How utterly cold Harry's voice was towards both of them had burned them to the core.

Peter just folded his hand into Gwen's, and pulled her into a tight embrace.

"We should have told him," Peter whispered to Gwen, wrapping his arms around her as he said it.

Gwen just closed her eyes, pursed her lips, and sighed in a frustrated way. "We're a little too late for should haves."

"I know," Peter replied in a dead pan voice, closing his eyes, and taking a deep breath at that point. Peter and Gwen took a step forward, towards the traffic, and waited both ways before they crossed the busy highway.

Peter had no clue when he would return to Oscorp, or if he would ever return to that place. It was something that was beyond him for sure. The guilt trip that rattled through his mind would be burned into his psyche for days and days to come.

He should have told him.

Yet, Peter did not tell him.

The guilt trip that was the mind of Peter Parker went through an infinite loop, and Harry had moved on from their friendship, and his friendship with Gwen as well.

Perhaps Peter and Gwen would do well for themselves to move on. That was the unfortunate truth, but a sad slap of reality often was something that could be frightening.

Moving on was not an easy thing to do, and those thoughts pounded into both of their heads, as they returned home. Peter and Gwen crashed on the couch, but did not sleep, not after today, not after the torment of a friendship being broken up.

* * *

Harry drew a deep breath, and tapped his fingers on the side of the desk in his main office. In many ways, he felt free and liberated. Harry took a step forward, and looked out the window. The Osborn heir narrowed his eyes, and just peered out the window, his arms folded over his chest. There was a moment of time where he paused, and turned to the members of his security team.

"Make sure to tighten up next time, your jobs are on the line if it isn't," Harry answered, and the two security guards nodded, and moved down the hallway, away from their supervisor.

Today had been a day that was one that Harry would not forget for a long time. There was a moment where he stood, and stared outside the window. He looked into a city; it was an entire city, full of many companies that would be his enemies, that would be obstacles for victory. Harry tapped his foot on the floor, and his gaze remained focused outside the window.

He was so focused when the door had been pushed open. A figure with her face obscured by a huge stack of papers stepped forward. Harry only barely saw her through the reflection of the window, and even then, there was a moment of time where he did not even speak. The young woman behind him stood patiently.

"You had a very near miss today, Mr. Osborn," she replied in a crisp voice.

"Very near, too near," Harry answered.

"Yes, and it wasn't for the timely intervention of Spider-Man saving the day, you would have been blown to smithereens. The world won't respect you as an entrepreneur or a man if you continue to allow yourself to be helped by the web slinger."

Harry did not say one word at all, and he just offered a crisp nod at this point. His arms folded over his chest, and he blinked, looking out the window. Harry did not respond for a moment.

"You need to think outside of the box Mr. Osborn, and if you don't, you will be made."

"That's why I hired you as my executive assistant," Harry responded for a moment, drumming his fingers, and then he clicked a pen for variety. "You were supposed to bring many new ideas to the table."

"And I shall," the woman agreed, once again, her face still obscured by all of the papers that she held. She strode forward, not really blinking, and bent down. "Your company has many resources, Mr. Osborn, but they need one thing, and that's a thinker."

The woman placed the papers down on the table, revealing a dark haired woman with haunting eyes, and a crazed expression. She was dressed in a black blouse, jacket, and a moderately length skirt, with stockings, and heals.

"Welcome to the Oscorp family, Ms. Burchill," Harry said, extending his hand, and shaking her hand.

Rhona Burchill, alias the Mad Thinker, just responded with a nod. "I'm pleased to be at a service to you, Mr. Osborn."

Rhona took a step back, and surveyed everything, the wheels turning in her devious mind. She had grown a lot mentally, and planned since her humiliation at the hands of Spider-Man and the Fantastic Four. Her mentor had taught her that timing was everything, and now it was the right time.

Oscorp was a strategic location towards her master's plans, and by extension her plans. Rhona Burchill might be mad, and a thinker, but she was also a planner.

And her plan would spell the end of Spider-Man. Rhona found herself obsessed about him, thinking about him at most waking moments, and nothing would stop her from accomplishing her plan.

**To Be Continued In "The Return of the Spider Slayers."**


	6. Revenge of the Spider Slayers

**Chapter 6: Revenge of the Spider-Slayers.**

Gwen stood outside, with her bag draped over her shoulder, and a smile on her face, when the blonde turned to address Peter.

"It's going to be good that Mary Jane had a chance to get back into town, with all of the insanity that's been going on," Peter remarked, and Gwen responded with a brisk nod. That was something that was nice as well. Gwen could hardly wait for her friend's return, and prepared to meet her. The blonde girl stepped outside, with a grin on her face, but she stopped, and kissed Peter good bye, their lips lingering on each other for another moment.

"Peter, I'll be gone for the entire day, we're having a girls day, well us meaning me, MJ, Kitty, Rogue, and Laura," Gwen informed Peter, thinking privately that Laura could really use something to get her mind off of everything after what happened with Logan. The X-Men continued to search for him. "You'll be okay without me, won't you?"

Peter just offered a winning smile, and spoke to his wife to be. "Gwen, there's really nothing to worry about. I've been okay without you for years, not that you haven't pulled my backside out of the fire a few times."

Gwen just relaxed, pleased that Peter was able to put a bright spin on everything. There were times that even after all of these, Gwen worried just a little bit about Peter. The blonde stood on the steps, and gave Peter one more parting kiss, and a hug goodbye. She had a day of relaxation, and just fun with the girls.

Peter on the other hand, had a few things to do. He was following up a lead about the new mysterious crime boss in town. The criminals on the street knew that there was someone new in town from the beginning, and the web slinger hoped to find out who that person was. After Peter slipped inside, he returned dressed and ready for action as the friendly neighborhood hero known as Spider-Man.

He had thought it before, and he though it again. Swinging above the city, going from rooftop to rooftop offered him a feeling of liberation that could not be matched. It was not quite a high, but it was close enough. Peter managed to catch up with everything, and with another motion, he dropped down to the ground. His knees nearly buckled at that moment, but Peter righted the course, and continued to walk forward. The web slinger really had nothing to worry about.

' _So far the city is quiet, almost too quiet,'_ Peter thought to himself, and he carefully moved around, slinging into the thick of things, ready, willing, and able.

The web slinger climbed the wall, and scaled the building, when suddenly he heard the screams of a woman. That was never a good side, and he saw a pair of masked thugs playing tug of war with a woman's purse. In a snap of a finger, Spider-Man dropped down to the ground, and engaged them in battle, tapping on their shoulder to get their attention.

"Boys, it isn't nice to take what isn't yours," Spider-Man remarked, and the two criminals spun around.

"It's Spider-Man, get him!" one of the thugs said, and he swung a pipe.

"Saw that one coming, yeah saw that coming as well," Spider-Man commented, and he webbed the pipe. The thug swung his arms around, and Spider-Man knocked him out with a swift uppercut punch.

The man pulled out a knife, and tried to stab the web head. Spider-Man dodged each individual stab, with each single cut slashing through the air. The web head dodged the attacks, and Spider-Man continued to duck and weave, pivot and punch, before the knife had been yanked out of his hands.

The thug spiraled to the ground, and Spider-Man jumped up, before jumping back down on the top of his enemy's head. The web head dropped back down on the ground, and took a deep breath. A third thug rushed him, but the web head avoided the attack with his skill and agility.

"And a swing and miss, that's one," Spider-Man chanted as the thug tried to nail him with a crowbar. "And a swing and a miss again, that's two. And a swing and a miss…that's three, three strikes, and you're out of there."

Spider-Man punctuated that final word with a punch to the face, and with a swift motion, the thug had been webbed upside down. The web head stepped forward, feeling rather pleased with his efforts.

"Thank you," the woman replied, as Spider-Man handed her purse. She wore gloves, and a glasses, along with her hair tied in a bun, looking like a normal woman, nothing that Spider-Man thought was out of the ordinary.

Spider-Man turned around, as the police arrived. The woman with the purse stepped forward, eyes flickering with malice, the web slinger had captured the bait, and had been tagged, without even knowing it.

The web head swung off throughout the city, feeling rather pleased at what just transpired. He had beaten up three thugs, and while it was not a workout that a big time criminal would be, at least someone was saved, and three more dangerous people were off the street. The web head continued to move forward, and did not realize that someone had been tracking him.

Or his costume had been tagged by the means to track him, thanks to him picking up that ladies purse.

A robot watched Spider-Man from the shadows, and began to track his motions. The web slinger patrolled the city, on the hunt for crime, unknowing that he was being followed. The robot was just observing him at the moment, so it did not pick up his spider sense. The web head picked up the pace, and swung from roof top to roof top, unknowing of the danger that was about to come.

' _Nothing yet, let's see if I can shake down that informant that I found the other day, for more information on…the Rose,'_ Spider-Man thought to himself, and he took a moment to stop, feeling light headed. _'Losing a bit of your edge, Peter, got to be more careful.'_

Spider-Man disappeared into the shadows, with the robot's continued observation. Once it had gotten the signal from its creator that it and its two brothers will strike with a vengeance.

* * *

A lab was the location where a white haired scientist who watched a monitor closely through a paired of narrowed eyes, over a pair of spectacles. The name of the scientist was Spencer Smythe. Smythe had six years ago had been commissioned to create a quartet of spider slayer robots, by a scientist named Nathaniel Essex. Spider-Man had won that battle, even if the scientist had gotten the scans he wanted at that point.

Years and years of working with some kind of robotics, with radioactive substances had made Smythe very sick. Working on the Spider Slayer project had caused him to become more and more ill, and he suffered a crippling cancer. Smythe had not gotten the support that he needed, and a part of him blamed Spider-Man with what happened, vengeance was something that would be the order of the day as a result of this.

Now there was a chance for him to gain some kind of revenge, and make sure that Spider-Man never took a breath again. Smythe's illness had caused him to grow rather manic, and had caused him to blame Spider-Man beyond all reason. The mad scientist cracked his knuckles together, and punched up the targeting on his Spider-Slayer robots. They continued to track the web slinger. There was a few moments that he took to get a lock on the web head.

"Spider-Man, you're not going to get away that easily," Smythe said, and he continued to type in commands. Right now, Spider-Man was being tracked. Smythe shook his head, his eyes blinking, and he watched Spider-Man continue his trip. If he kept following Spider-Man, eventually he would find out who his secret identity was.

Not that something like this mattered to Smythe, but he had a feeling that this would be of benefit to the benefactor. This benefactor had dragged him out of the slums, and had given him funding for one last batch of Spider Slayers, which should have been his most violent yet. The only problem was that while the Slayers had been improved, so had the web head.

Speaking of the benefactor, the phone rang, and Smythe snapped up the phone immediately, answering it. "Yes."

"Just making sure you're running on schedule, Smythe," a garbled voice stated on the phone.

Smythe just drew breath, and spoke at that moment, in a pained and disgusted voice. "Yes, everything is going on schedule. Spider-Man won't slip away from my new and improved Spider Slayers."

"Let's hope so, Smythe, because your life now hinges on it," the garbled voice said, with a sinister tone to it. Smythe had gotten the message, and just cracked his knuckles at the moment, sinking down at the chair. "I've tagged Spider-Man, just like you asked. You have all of the plans in the world, but they have failed. These ambitions will…"

"Yes, I know, and believe me, I'll have everything I need for you, including, but not limited to Spider-Man's head," Smythe responded, and the voice on the other end of the phone just went dead, and Smythe had no answer presently.

The scientist had gone back to his work, and continued to track the web slinger. Revenge was on his mind, and that was the name of his game. Spider-Man would not be getting away, not this time. The plan was coming together, and Smythe would have his target. The slayers were locked and loaded.

It was go time, and he would see if today would be a successful endeavor.

* * *

Spider-Man propelled himself from rooftop to rooftop, before landing down on the ground. The web slinger planted both of his feet on the ground, and took a deep breath, before looking from side to side. The web slinger turned around, before tensing up. There was something close, and sure enough, the web slinger's spider sense had gone off. Spider-Man turned around, and looked up, face to face with something towering over him.

It was a black robot, with a red spider insignia, with glowing lights. The crowd around them scattered, and Spider-Man took a step back, his eyes widened, and his heart thumped against his chest. He could barely believe it, and he shook his head at that moment, to fully scope out the situation.

' _Spider Slayer, that's something that I haven't seen in a very long time,'_ Spider-Man thought to himself, and web slinger climbed up the wall, but suddenly a blast of liquid shot the wall. The wall had been lubed up, and Spider-Man was unable to get the traction that he needed on it. He began to slip and slide on the wall, trying to gain the needed amount of traction. However, no matter what, he was unable to get his footing.

Spider-Man dropped down on the ground, and the web head shook his head, before trying to use his web shooters, but a shield of energy appeared around the Spider Slayer. The web slinger took a step back, and the guns had been armed, before blasting at the web head.

It went without saying that Spider-Man hated fighting robots more than anything else, mostly because they offered no sense of emotion, so it was hard to rattle them, and besides, they never appreciated his witty comments. And it was hard to lure them into making any mistakes, due to the fact where their processing power. The web slinger tried to dodge the attacks, and one of the lasers cut through his webbing. Spider-Man landed on the ground, and engaged his enemy.

"Okay, let's see what you got," Spider-Man responded, and the spider slayer unleashed some of its own webbing. The glop of webbing shot out, but Spider-Man dodged it. The webbing splattered against the ground. Spider-Man backed off, and lured the robot away from civilization, moving further and further back.

Spider-Man took a deep breath, and continued to back up further, and further. The web head took every single step back, and waited for the Spider Slayer to continue to engage him. Spider-Man just waved it on.

"Come on, getting closer," Spider-Man managed, before he pulled up the manhole cover, hoping that this would work.

Sure enough, one of the legs of the spider slayer had been caught in the manhole cover. It tried to pull itself free, and Spider-Man slid underneath, before managing to twist the web shooters of the Slayer towards its exhaust ports. The web shooters gummed up with power, and a loud crack echoed, with the spider slayer spinning out of control. The web slinger took a step back, taking a deep breath, and collapsing to his knees.

One would think that would be a job well done.

One would think that.

If one would think that, then would be wrong.

The web head had taken a moment to really shake his head, and look up to seen his newest enemy. His fists clutched together, his arms remained rigid, and the web slinger saw another Spider-Slayer. This time it was green with a bubble dome on the top, and it had lasers. The lasers began to fire in a rapid fire motion, and the web head dodged them immediately. Blast after blast cut through the air, and the web head very nearly avoided each and every attack. Yet, much to his surprise, the spider slayer stopped.

Why did it stop?

Spider-Man found out the answer the hard way, when it had directed an energy bubble towards him. The web slinger was trapped in the bubble, and the arachnid themed super hero struggled with what happened. He tried to pound his way out, but the web head once again pushed his way out. The web slinger flung himself forward, and took a deep breath, running up the wall, but he remembered it was lubricated.

' _The problem with these things is that they always learn from their mistakes, always,'_ Spider-Man thought to himself, and he took a deep breath, readjusting himself, and once again trying to fire his webbing.

The webbing vaporized in mid-air, and made sure that Spider-Man would not be able to web it up nicely. Spider-Man tried a different tactic, and swung, almost backwards, while waving the Spider Slayer on.

"C'mon, c'mon," Spider-Man encouraged it, taking a few deep breaths, and the Spider Slayer continued to advance forward. "You can do it, c'mon, just a little bit more."

Spider-Man swung up, and the Spider Slayer's sensors were confused, just for a brief moment. This allowed Spider-Man to deflect it back around, and cause the robot to take itself out. The robot collapsed on the ground with a thud, and Spider-Man dropped down at that moment.

The web head took a deep breath. He was calm, collected, and everything was working out just as planned. There was no need to rush, but suddenly his spider sense had kicked into overdrive once more. The web head cringed at that moment, and turned around when he saw another Spider Slayer going after him.

"You've got to be kidding me!" Spider-Man shouted, and he threw his hands into the air, in abject disgust.

He was not being kidded, not at the very least, for the web head was on a collision course with the latest Spider Slayer. The wall crawler took a moment to readjust his bearings, and then threw himself down to face the Spider Slayer robot. It continued to advance upon him, and this one was the most dangerous of them all. It looked to be a stacked robot with three heads, and all of them had been armed with a wide variety of missiles.

Spider-Man swung to the abandoned part of town, which had been set to get bulldozed and rebuilt over in the spring. The missiles had sought Spider-Man out there, and blasted through the air, deadly intentions in mind.

The explosions echoed throughout the town nearby, and the police sirens could be heard. Spider-Man remained on his feet, and remained calm and collected. There was really nothing else to do, the web head really needed to focus on the task at hand. His hands had been curled together into fists, and Spider-Man continued to try and find a way to take down this biggest, and baddest new Spider Slayer.

There didn't seem to be any way to take it down.

' _Think Spidey, think,'_ the web slinger thought to himself, feeling the need to punch himself in the side of the head, to really get the cobwebs cleared. _'These things aren't perfect, there has to be some kind of design flaw, and….'_

It was unfortunately hard to think when the Spider Slayer robots fired a barrage of missiles that the web slinger dodged and avoided. He evaded the attacks, carefully maneuvering it where it would do the least amount of damage. Spider-Man was worn down, and a bit beaten down, even with his stamina; it was hard to really keep up the fight for much longer.

' _And these things are built to last,'_ Spider-Man thought to himself, and he closed his eyes, bracing for what was to come in the end. The web head really had no way around it, those missiles were going to tear through him like a hot knife through butter, and there was no two ways about it, he was sunk.

The web head managed to evade another attack, and he ducked his head, before he rolled, then pivoted, and stuck his ground, before shooting the webbing off to the side. The webbing ran out, and he knew that when his web shooters clicked, only offering a few spurts.

A field surrounded Spider-Man, and a sadistic ringing echoed in the back of his head. Spider-Man tried to find a way to get to the Spider Slayer robot, but he dropped down to his knees. The web head had been taken down.

"Target acquired," the Spider Slayer stated in monotone, and several chains shot off, before the Slayer retracted, so Spider-Man could be mounted on the front, and carted off through New York like some demented trophy. The web head barely had any bearings to regain, and that was never a good situation.

The Spider Slayer had its prize, and its master would be meeting up with it shortly.

* * *

A ringing filled Spider-Man's ears, with the web slinger trying to get his bearings back together, but that was something that was easier said than done for the spider themed hero. The fact was that he understood what had happened, at least out of what he pieced together from his concussed mind, and the web slinger took a moment to reflect on the frustrating situation.

The fact was that Spider-Man was fighting the Spider Slayers in battle, defeated two of them, but the third one had given the web head more than a few fits; eventually the Spider Slayer took him down, and there he was. Spider-Man felt the ringing in his head increased, and the fact was that he was tied up like a Christmas goose, although he had a feeling that this event would not invite the happy holiday memories that he enjoyed.

The footsteps came forward, and Spider-Man tried to move his arms, but got very little slack in the bindings, given how tight they had bound him. Tight bindings were the greatest enemy to him, for even with his spider strength, the proper amount of reinforcement would bind him to any surface. The web head looked up, to spot the person walking towards him, getting closer and closer, in all of the sinister, and sadistic glory, a twisted grin spreading over their face.

"Smythe," Spider-Man responded, spitting at the word like it was a mortal offense, and there were many times where this guy's Spider Slayer robots had given him a few fits, even though he had defeated them. The first time was during his Junior year of high school, a battle where Spider-Man shut them down, and the final time was right now. "So, we meet again."

Smythe's eyes were widened, bloodshot, with his face pale, and the heart beat against his chest, thumping against his ribcage, not looking like the epitome of health. Spencer Smythe had not been someone that Spider-Man had met face to face too many times, and he had built his spider slayers for the highest bidders, but their battles together had been few. Now, Spider-Man got a close up look at his ugly mug, and really wished that Smythe had stayed in the shadows; not gracing Spider-Man with his presence, but yet here he was.

"Yes, we meet again, but this will be for the last time, I have you at my mercy, and the mercy of my employer," Smythe responded, and it was then that Spider-Man saw his cracked teeth, and ugly face. The web head once again yanked on the straps, pulling and tugging, trying desperately, vainly, to rip his way out, but there was nothing to it. "This is the final time we're going to meet, and I will finally get my revenge on you, for what you've done to me. I'm going to die in a few weeks, Spider-Man, but I'll take you down with me."

Spider-Man was caught off guard, and could not even resist commenting at this fallacy, that was the logic of one Spencer Smythe. "Hey, I didn't give you cancer…"

"That's a lie, if it wasn't for you, I wouldn't be near all of those radioactive substances that power the spider slayer robots adn gave me cancer," Smythe growled, and he placed his hands on either side of the web slinger. Spider-Man could see the reds of his eyes, bloodshot, and sinister, barely able to focus at this point. There was a loud thump, and Smythe continued to stare down the web head. "You're going down for all of the sins that are about to kill me."

The web head tried to yank his wrist, and pull on it, moving forward, trying to get through, but Smythe just activated a laser array that was tying from the ceiling.

"Do, I look like James Bond to you?" Spider-Man asked, and once again, he tugged on his wrist, pulling it, yanking on it, and once again, he struggled managing to break the straps.

"No, but you're not going to get out of your bonds," Smythe replied, voice crisp and sinister, sadistic once again, and his eyes found their way onto Spider-Man. He stepped back to watch his handiwork.

Thankfully, Spider-Man managed to keep Smythe talking long enough for him to break free of his bindings, and he pulled himself away from the bindings. The lasers shot off, and destroyed the Spider Slayer, the impact blowing the infernal contraption to smithereens. Smythe took a step back, reaching into his pocket, and he pulled out an ordinary handgun, perfectly ready to blow Spider-Man away.

The web head was a couple of steps away, and he shot out a line of webbing, latching onto the gun, and with a yank, Smythe had been disarmed. Spider-Man slammed Smythe hard into the wall, and Smythe slumped, from the pain for a moment, before he started to laugh at the situation.

Spider-Man was utterly confused by this laughter, and bent down to look at Smythe's face, contorted into a fury. "What's so funny?"

"The look on your face when you realize that this building is going to blow up in the next two minutes, because you blew up the radioactive power core on the Uber Slayer," Smythe responded, teeth gritted, and body slumping against the wall, the mad scientist was resigned to his feet, and he pulled out a pair of handcuffs, before handcuffing himself to a pipe. Spider-Man looked at him like he had gone completely mad, and in many ways, the web he was not far off the mark, Smythe had lost his mind.

"The place is going to blow, but you handcuffed yourself to the wall!" Spider-Man yelled, but Smythe just looked up at him, teeth gritted, and furious. Spider-Man tried to yank him free, and he snapped the handcuffs. "You're not escaping justice that easily, not after all you've done."

Smythe struggled against the grip of Spider-Man, with the web head jumping over, making it to the nearest exit, and a line of webbing shot out, to propel Spider-Man through the nearest opened window of the lab. The two cleared, just as the explosion leveled the lab, and destroyed all of Smythe's equipment, with it going up in smoke at that point.

Spider-Man dropped down to the ground, one mad scientist draped onto his shoulders, and spun around, before setting him down on the lab. Smythe just seemed resigned to his fate, and he got up to his feet, with Spider-Man's spider sense blaring at an insane level, and he spun around, just in time to see Smythe get vaporized with a laser before his eyes.

Right before he could ask the mad scientist who he had been working for, and Spider-Man stopped, completely shaken by everything; he would not let whoever had done this get away with the crime that easily. Spider-Man moved, and saw a message burned into the rooftop where the laser had been fired off; so he bent down and began to read the message in all of its grisly details.

_Remember Spider-Man, I could have taken you out as easily as I had taken him out, it is just something that is elementary. Watch your back, and open your mind, remember that I'm always watching, no matter what._

The web head saw the message burned into the roof, and it pretty much burned into brain, and now he looked over his shoulder, nervously watching for anyone, but there was no one near, not even close.

' _Whoever attacked me, must have activated the message remotely,'_ Spider-Man thought, poking around for a little bit more, but finding nothing, unless one would consider unanswered questions as something to be found. The web head circled the area many more times, with the police and the fire department moving in, surveying the situation, and putting out the various fires that had been started.

Just when Spider-Man thought he had all of the answers, someone had kept changing all of the questions, but something told him he was up against a foe that was mysterious and dangerous, a threat beyond everything that he had known.

* * *

The breath left Peter's body when he sank down on the couch, and nursed the latest wounds from the incident with the Spider Slayer robots. More questions had been asked, but they left one thing, and that was unanswered questions Peter would have to mull over within the coming days. Peter had searched for quite some time, turned over every stone, and did not find anything regarding his mysterious attacker.

The problem was that there were any number of suspects that could have moved in to take him down, but with no leads, Peter was between a rock and a hard place.

The door creaked open, and brought Peter out of his thoughts, where Gwen had returned from her day out. Gwen seemed to be in good spirits, which Peter was glad about because that meant someone was. She approached Peter, a spring in her step, and a smile crossed her face, before Gwen walked over, waiting until she sat down before Peter to speak.

"Mary Jane sends her regards, and hopefully the three of us will be able to get together sometime," Gwen responded, a smile crossing her face, but her smile suddenly faded when she noticed the look of frustration that passed for Peter's expression. "And what's the matter with you right now?"

"I had another round with the Spider Slayers," Peter answered in a prompt voice, wincing when he turned his shoulder suddenly. This statement had gotten the desired expression from Gwen, and her eyes snapped to focus on Peter, mouth wide open. "Yeah seriously, it wasn't the worst thing in the world but…but there was something that happened."

Gwen shrugged her shoulders, and an expression spread against her face, before she offered Peter the opportunity to continue.

"Spencer Smythe went off the deep end, granted he was a little nuts before, but this was something that was far different, he took the Spider Slayers, and sent them after me, all of them after me, it was insane, and when he didn't win, he tried to blow himself and me up."

"I should find some relief that you're here right with me then, and not a part of the obituary section of the Daily Bugle," Gwen added, after taking that one moment in time to respond, and she scooted over, throwing an arm around her husband to be, placing her head on his shoulder. "So…what happened after that, Smythe now in custody, right?"

Peter's expression shifted, and he closed his eyes, letting out a long sigh. "Not exactly, there was someone…who had jumped from behind Smythe, and vaporized him."

Gwen's lips curled into a slight frown, and now she was extremely curious regarding this. Her head never left Peter's shoulder, and if anything her grip tightened around him.

"So, do you have any leads?" Gwen asked him, her eyes flickering towards him.

"I wish I did," Peter answered in a deflated manner, letting out the breath that he had been holding, and his inability to grab onto anything substantial was really eating around at him. Gwen frowned, and Peter could sense that she sensed that Peter was feeling the frustration. "Between what happened today, and the incident at Oscorp, the attempts on my life do seem to be piling up."

"No more so than usual," Gwen offered, trying to put the brightest spin on the situation.

"No more so than usual," Peter agreed, deciding to try and find the silver lining in the cloud that was this situation.

"So, we just have to step forward, and deal with everything, just like always," Gwen said, and she reached over, grabbing Peter around the wrists, a smile crossing her face. The blonde had a wicked demeanor. "And the two of us could use some stress relief to unwind, it's been a long day."

"What do you have in mind?" Peter asked with a raised eyebrow.

"A few things," Gwen replied, and she straddled Peter's lap, before she began to breathlessly kiss him. Peter responded with kisses of his own, but Gwen was far more frantic.

The two enjoyed their motions, with clothes flying with frantic fury. Peter thought that was a good way to relieve some tensions after what happened, and Gwen was always more than willing to keep up with him, even with his spider power enhanced stamina.

* * *

Rhona Burchill always thought, planned, and plotted quite madly at that fact, for she was the Mad Thinker, and twisted intentions moved through her malevolent mind. Smythe had been just a puppet being led to the slaughter, she strung him along, never intending to allow him to defeat Spider-Man, but once it looked as if he was going to sing, she cut his strings. She learned a lot, and knew now not to get her hands dirty, rather it was time to step back into the shadows, to allow these things to settle themselves out.

The Mad Thinker found herself hovering over piles of notes that she had deciphered over the past few years, legends, about a spider totem, and about a great power. With that great power, there also came great control, and with that great control came complete mastery. Rhona found it hard to believe that someone such as Spider-Man would have had the potential to wield such power, but it would be a fool's endeavor to ignore the most damning of information staring back into her face.

Rhona understood many things about what was to come, and knew that a well-laid plan was essential, with many failsafes. The web slinger had meddled in her plans once before, to expose Reed Richards like the charlatan he was, but over the past three years, Rhona had learned from that, adapted her plans, and improved one hundred percent.

The notes continued to be laid out in front of her, it was a well-placed verse, almost the same as the first, and the woman plotted a devious end to everything. Rhona's twisted sympathy would come to a hand, and soon all will bow before her, that was the promise that had been made some time ago to herself, never again would she exhibit the slightest amount of weakness.

Failure was not an option, and success was everything, with Rhona having a road map to Spider-Man's DNA thanks to the Spider Slayers. The secrets within would be hers for the taking, and take them she would.

"Soon, web head, you will fall into the magnificent plot of the Mad Thinker," Rhona answered, sadistic intentions glinting in her eyes, and she prepared for the next step of her plot of vengeance.

Spider-Man would be a martyr to spread her message of enlightenment as would Peter Parker.

**To Be Continued in the Spirit of Vengeance. Part One.**


	7. Spirit of Vengeance Part One

**Chapter Seven: Spirit of Vengeance Part One.**

The night was young, and the city shined bright in New York City, with the hustle and bustle of the glowing city that never slept being prominent. That was never more obvious when two figures stepped into the crowd of the city, seeing the sights, and the sounds, hearing some of the most wonderful sounds in the city. It was their hope that tonight the two of them would be able to have a night out without any problems, and without any trauma that often times came with their station.

Of course, many times the best laid plans of mice and men often tended to go awry, and that was something that Peter Parker and Gwen Stacy felt was rather true every single moment of their life. One of them had dark hair, brown eyes, and had just received a degree from Empire State University. The other one of the pair had blonde hair, and blue eyes, with the same ambitions, and both of them were ready to tackle the town, along with anything that it brought them.

"It's a nice night," Gwen commented, spinning around on her feet, and standing a bit on her tip toes to gain a better vantage point. Despite the fact that the blonde girl was a few inches taller than Peter, she still found herself wanting to get a good view of the city, and that she did, peering out. Her hand grasped around Peter, and he offered her what he hoped was a winning smile.

"No nicer than it would be otherwise, but the nicest thing is that I'm out here with you."

Gwen offered a smile to Peter, he was quite the charmer, always was in his own dorky way, and she would not change a thing about that. The blonde peered into the distance, and the two wondered what to do, there was always a chance that something would happen. An event that would ruin their night, and cause the best laid plans of the two of them to go awry, and force them to suit up into their super hero alter egos.

Both Peter and Gwen hoped to remain optimistic, but there was a chance that they could also be rather foolish in their optimism, and that would be bad. Peter set forward on his feet, trying to remain calm and collected, trying to see what was going on in the city.

' _I suppose we could catch a movie, it's still early, but I wonder what's in our price range,'_ Peter thought, realizing that the price for entertainment was in fact a high one in the city of New York, the city that never slept.

Gwen seemed to sense Peter's indecision, but the truth was that she was feeling a tiny bit indecisive herself, so the blonde nudged Peter, trying to get his attention. As a result of these actions, Peter's eyes snapped open Gwen's, and he nodded. "You know, maybe a nice bite to eat would be a good thing, something simple for a change."

"Yeah, for a change," Peter agreed, happy that she suggested it, and simplicity seemed to be the order of the day. There was no question about it, everything had gotten rather insane, and Peter was hoping for a night that was devoid of any craziness.

It did bring Peter back to the saying about the best laid plans of men and mice, and Spider-Man could fall underneath this umbrella category as well, with a loud crash that echoed, and there was a slight yell that caused Peter to grow rigid. So far it was good, his spider sense was not triggered, but that was not the best indicator of there being trouble. Sometimes that spider sense was delayed, and had not manifested until it was a direct threat to Peter.

"Did you hear that?" Peter asked Gwen, and Gwen remained rigid, slowly nodding, she had heard it alright, half of the neighborhood had heard it, and the two took a step forward, when they saw a trio of young school girls, one of them with black hair, one of them with blonde hair, and one of them a redhead, and they all seemed to have blank faces.

Even in the super hero business, the aura of creepiness that they gave off was not something that one saw every day, and even in the super hero business, a trio of seemingly normal little girls attacking a group of businessmen who were leaving an office complex was certainly the farthest thing from normal in Peter's mind.

' _Hero time,'_ Peter thought to himself, and Gwen had obviously though the same thing at the same time, proving the old adage that great minds thought alike, and their minds were something that thought alike.

A quick movement into the alleyway for Peter and Gwen, and they left immediately, dressed in the garb of Spider-Man and the Iron Spider respectively, hastening their movements. They swung from roof top to roof top, and landed the short distance in front of the group of school girls, who just seemed to laugh.

"I'm guessing possession," Gwen responded, just taking the first off of the wall suggestion that popped into the back of her head.

Peter's eyes snapped to the school girls, who continued to act in the strangest matter possible, the two of them broke out into hysterical laughter, that was just getting worse. Peter and Gwen locked eyes, and could not believe that they were about to do what they were going to do.

The two heroes were about to attack a trio of girls who might as well have been pre-teens, but the fire breath that they exhibited proved that they were anything, but innocent, and the glowing hands and eyes had been a conversational stopper as well. The two arachnid heroes landed on their feet, and began to engage the three pre-teen girls in battle.

"You will not stop my will," the girl said in a voice that was deep, and thus not fitting of the girl.

"Look, if you're head starts spinning, I'm so out of here," Spider-Man answered, and Iron Spider dropped from behind him, the two of then engaging the oddest enemies.

Webbing only seemed to contain the two girls for a scant number of seconds, and the two of them tore out of their confinements, before charging the two spiders. In a panic, Spider-Man and Iron Spider returned fire, shooting glops of webbing, trying to contain their enemies, but they found the advantage slipping away from them.

' _This could go better,'_ Spider-Man thought, and suddenly the gargoyles on the roof top came to life, before they began to attack Spider-Man. _'Great, this might…'_

What it might do, Spider-Man never had a chance to focus, when suddenly a vroom of a motor cycle was heard, and the two arachnids spun around to see an extremely curious sight barreling towards them astride a motorcycle.

The figure was dressed in black leather, wearing a chain, and his head appeared to be on fire, but yet he barreled towards the girls, hands raised in the air. The three girls suddenly remained slack, and dropped to the ground, with the figure riding on his motorcycle, and going without a word, to follow the trail of blood that apparently had been spilled.

Gwen was the one who broke the silence to ask the question that had been first and foremost on the mind of Peter Parker. "Just who is that guy?"

That was a really damn good question, and one that Peter hoped that he found find out, for right now the friendly neighborhood web slinger was flummoxed and bamboozled. And speaking of flummoxed and bamboozled, the trio of girls had woken up, since their possessor had been driven off into the night. One of the girls, the brunette, shook her head, trying to figure out what was going on, and voiced the question that was on the minds of both Spider-Man and Iron Spider as well.

"What is going on?"

* * *

Peter and Gwen circled around the city one more time, but there were more questions on their mind, and not enough answers, in fact the entire situation bothered them to a great degree. The trio of girls were ushered off, and they felt the pull of amnesia, shaking their heads, and acting like nothing had happened. And really, there was no acting about it, the two of them had any idea what was happening any more than the two girls did. Peter slowly turned his attention to Gwen, and once they had entered their home out of prying ears, Peter took a deep breath, and spoke to her.

"So, I ask you again, what is going on, and what is happening?"

Gwen shrugged at that moment, needing something to drink, because this entire situation baffled her completely. The brainy blonde took a few steps forward, reaching the counter with her rapid strides, and took out a glass, before pulling herself a glass of milk. She offered one to Peter, who took it, and the two moved over, walking to the couch. Gwen sat down on the couch, putting the glass up to her lips, and taking a swig. Another swig was given, before Gwen offered her assessment of the matter to Peter.

"That is a good question, it's a really good question," Gwen answered with a prolonged sigh, and took another swig of the milk, leaning back on the couch as she did so. "This isn't your normal crime."

Peter took the glass that Gwen had offered, holding it in his hand, and peered over it, looking at his fiancée, just nodding his head slowly. There was a number of moments where Peter sat on the edge of the couch, and tapped his fingers to the glass, before he began to speak. "Yeah, that much is for certain, we're dealing with the supernatural, and what is the deal with that guy on a bike?"

Gwen looked thoughtful at that moment, taking another light swig of her drink, and leaning back on the couch, taking a momentary breath, before tapping on the side of her glass, and nodding her head. "I remember seeing something about him before, somewhere, or at least a guy that resembled him. A spirit of vengeance riding on the back of the motorcycle, and punishing the wicked, or something along those lines, at least that's what I recall. But it's a myth, it has to be a myth."

Peter's face just contorted into a bit of a smile, and pushed his back onto the cushions, and took a mild breath, shaking his head. There was a funny thing about myths, and that is that they tended to come true far more often than he would have liked. The web slinger held the glass in his hand, peering over the top of it, and looking at Gwen, before he voiced this fact.

"Given how many things that we've seen, and in some cases fought, I don't think I'm willing to discount anything as a myth, at least not yet. We need to look up more about this spirit of vengeance, to see what he is all about, and see if he is a friend or foe."

Gwen took another long swig of the milk, and just used her free arm to wrap it around Peter, before she took a moment to speak, blinking her eyes before she did. "Well, to be fair, he could be a friend, because he did save us from those demonic little girls. The real question is who is behind the possession or why?"

"And why do I have a feeling that no matter what, we've been sucked into this, whether we like it we like it or not?" Peter asked, and Gwen just offered him a small smile, leaning over, and planting a light kiss on his lips. This gesture relaxed the both of them, giving them an amount of clarity, before Gwen adjusted herself on the couch, taking a moment to reflect herself.

"As someone once told me, that's part of the job," Gwen said, a smile spreading across her face, and she drained the glass of milk that she had for another drinking. "But, don't worry, Peter, the two of us will survive. That's kind of what we do."

Peter would have to agree with this, taking a moment to appreciate the moment he shared with Gwen, knowing that there would be a time where this entire situation reared its ugly head, and it would be all too soon. The arachnid themed heroes just waited for the other shoe to drop, and something to happen, something that would demand their attentions.

Gwen walked over to the television set with a purpose, and reached over, turning on the television, taking a step back, and allowing the images to flick to life. Peter used his web shooter, still on, and latched onto the remote control, grabbing it into his head.

"You better not leave any of your webbing on the remote again," Gwen said, but she was really smiling, crossing her arms, as her eyes focused on the television set. The truth was she was kind of amused by this, but sure enough the remote control remained free of web fluid, so Peter was getting better.

"Right, I'll just settle with leaving some in your hair, next time," Peter responded, and Gwen just offered him a grin, before the two moved closer on the couch to try and watch the images on the television program that came to life. Gwen just gave a sigh at Peter's joke, but never the less tightened her grip on him, and placed her head on his shoulder, leaning onto it, as the images on the television screen flickered to life.

So far at this moment there was nothing, not even a hint, and both of our young heroes had both wondered if the news somehow, someway was being suppressed by the politicians who did not want to incite a panic. That was something that would not surprise them as they watched intently, their eyes fixed upon the screen until they were blood shot and strained under the pressure.

It was not something that anyone would recommend whilst watching television, watching without blinking, but it turned out to hit pay dirt with Peter and Gwen watching the television, taking a long breath, and seeing the images flickering to light right before their very eyes.

"Today, three girls mysteriously went on a rampage, killing several businessmen, and another incident occurred today when a man on a bus appeared to be possessed by some mysterious force. These incidents are connected, and we urge anyone to remain on the lookout for anything that is strange and mysterious. Do not approach anyone who is acting strange."

' _Yeah, we got the memo there,'_ Peter thought to himself, taking a moment to reflect, and ponder upon everything, and Gwen's grip tightened around Peter.

At least they knew that today's incident had been far from an isolated incident not that was a good thing at all. There was a moment where they grabbed ahold of their thoughts, and focused upon the matter at hand. The news continued to show images of the people in New York going insane, and it was almost like some kind of dark presence was prodding them to act in such a matter.

The question was who, and most importantly, how were they doing this?

That was a question for Peter and Gwen to ponder, with their eyes glued to the news broadcast, and they hoped that more information would be coming in before too long.

* * *

The Ghost Rider showed up on the scene, where there was those who needed to be punished, but like with all mysterious forces, this one had a backstory, and his antics were of penance for the actions that he did in the past.

In another life he was a thrillseeker, one who lived for the moment, but the moment was very fleeting to say the very least. That was one thing that the Ghost Rider had learned the hard way a long time ago, but that was the past, and he was ready to atone right here in the presence. The dark and looming presence that stalked him, threatened to harm the innocent was extremely obvious, and much blood had been spilled, proving this trait.

Once known as Johnny Blaze, in another life, the Ghost Rider was someone who had made a rather foolish bargain. He had thought about it each and every moment that he made the bargain, and it had nearly cost him much.

No one quite knew what Mephisto truly was, some had considered him to be the pure personification of all things evil, and many had gone as far as saying that he was the devil. There were a few steps further taken by some people where many had dubbed him to be much worse than the devil.

Whatever Mephisto was, Johnny Blaze knew him to be deceitful at best, and a complete sadistic manipulator of first. He could warp reality, but he needed fuel to do so, and that was the darkest impulses of people, born from desperation. Desperate people did things that would be considered utterly foolish with the benefit of hindsight, both from themselves or others, but this was the price that Mephisto extracted.

He got his hooks into people when they were at their lowest, most desperate, most easily manipulated, twisting the knife into their souls with reckless abandon with each passing moment, and then twisting the deal to suit him better. All whilst he laughed at the fools. One did not come out of a Mephisto deal without losing a lot, and the Ghost Rider thought that he was one of the more lucky ones.

Others had been not so fortunate, and the Ghost Rider felt the anguish of their souls with each passing moment, but he had to block it out. Vengeance would be on those who would harm the wicked, and even with Mephisto not bothering to enter this realm for some time, there were many dark forces who sought to corrupt the most innocent of lives.

Mephisto might have been the top of the food chain regarding evil sadistic demons, but there were others beneath him in the pecking order, threatening to take their spot, which was what the Ghost Rider was investigating at this moment.

Each and every one of these attacks, they were far from a coincidence, that much was for certain, someone was behind them. Every time Ghost Rider got close enough to try and find the culprit, or culprits, they had scrambled. Some might call that trait a great deal of cowardice, but it was also coupled in with a supreme amount of intelligence.

He knew he had gotten closer with each passing moment, and the Ghost Rider continued to ride through the night, following the trail of blood. Haunting images passed through his psyche, those images would spook the most hardened of men and women, but these images just barely made the Ghost Rider take pause.

For the Ghost Rider had stared into the face of true evil, and stared in the face without even blinking for a second of time, it did not even bother him, not in the slightest. The horrors of the world was something that he had to fight for his mission of vengeance, and the Ghost Rider continued to ride on his motorcycle, disappearing into a flash of light.

For the briefest of instances, the Spirit of Vengeance thought that the trail had gone rather cold, and lifeless, with him being unable to pick up anything, but that was just for a moment, that quickly turned into a moment of triumph. If one could call what the Ghost Rider felt triumph, for it meant that the dark and looming presence before him was getting closer.

Sadism, destruction, anarchy, that would just be among the few adjectives that came to mind for the Ghost Rider whilst he continued to ride further and further down the roads to his conquest. The Ghost Rider picked up a hot trail, and when it got hot for him, it got really hot, so hot that it practically burned.

The Ghost Rider understood what was on the line now more than ever before, and it was the type of battle that he lived for, but his expression contorted into great fury, before he spoke aloud.

"You thought you could run from me, but I'll have my vengeance upon you, just like the vengeance I shall have upon your father," Ghost Rider said in a deep and commanding voice, it echoing in every single direction that was near, but it quickly became muffled. "You have arrogance that never ceases to amaze me, but I will have you, Blackheart, you cannot escape."

Blackheart was an extremely powerful demon, the son of Mephisto, but despite his power, he only had a fraction of his father's malice and sadism. It did go without saying that a fraction of Mephisto's malice and sadism was still an extremely high number, so the Ghost Rider was taking this, and all matters of vengeance extremely seriously.

Now the Ghost Rider knew who he was up again. Blackheart had managed to corrupt the minds of several people, some of them seemingly innocent and free of corruption, but that was just the nature of a demon. The trail of blood continued to be spilled, and would continue to be spilled until he caught up with the demon.

The trail would not run cold, not if he could help it, and the Ghost Rider was hot on the trail of one of his more persistent foes, keeping on the trek.

Blackheart's influence was still within the city, the Ghost Rider could sense that much, but the more blood that was spilled, the stronger this demon's plan was.

Exactly what the end game was, Ghost Rider could not be for certain, but soon he would find out, and banish this creature back to where he came, before another innocent soul was caught up in the crossfire. That was the thought that went through his mind when he continued to ride on, searching for his foe.

The night was still rather young, and there was unfortunately the potential of much blood to be spilled, but the Ghost Rider would be on the trail of the young demon enemy.

* * *

Gwen and Peter both sank down on the couch in their house as they took a deep breath, the silence was one that was quite eerie. Never wanted to get into the habit to say that something was quiet, in fact too quiet, but it was in fact too quiet.

After all as Peter knew from experience saying something was too quiet was as a sure fire way to jinx himself. And Gwen herself knew better than anyone else the same thing. It was just one of those things where both of them just had to go with the flow to see what happened. If there was a moment where they could triumph over adversity, they could reach it together.

A creak of the door heard which caused Peter to jump up but Gwen grabbed his hand in a reassuring manner.

"I'm sure it's just the wind," Gwen responded at that moment when she took a breath.

Peter shook his head while he tried to regain his bearings, it was rarely just the wind, in fact any assumption that it was just the win always tended to be a faulty one. That was one thing that Peter Parker could take to the bank time and time again. The web slinger pushed himself up to a standing position as he peered out the door.

' _Maybe Gwen's right, maybe I'm being a bit jumpy,'_ Peter thought to himself as he gave his head a little shake and he readjusted his stance. _'Sometimes it's just the wind, it's got to be just the wind.'_

Peter stood at that moment when a slight buzzing had echoed in the back of his head at least that was before his spider sense had gone off. This little action caused Peter to grow rather rigid at this point as the web slinger took a moment to adjust his stance and grab onto Gwen's arm tightly. Gwen could tell when Peter's spider sense went off.

"Okay, maybe it's not just the wind," Gwen responded as the door continued to creek.

The two of them dove behind the couch, survival instincts having kicked in before the door sprung up. To add to the atmosphere thunder clapped loudly outside. Perhaps Peter was off base, but for some reason it always seemed to rain when there was something bad that was about to happen. It was weird that things tended to turn out like that but it was unfortunately something that was rather true.

Peter and Gwen sat on the floor rather rigid and took a moment to see the burning embers of the figure that entered their house. He was tall and he wore a trench coat, as he continued to step forward with malicious intentions in mind.

The web slinger bounced off of the walls, costume or not, he was not going to let this undead interloper get the better of him. It was unfortunate that his attack had been deflected back and Peter flew back to the ground.

"Gwen, run!" Peter yelled as he recovered from the initial attack as the figure slowly entered the house.

It was something out of a slasher film and for some reason Peter felt far worse than any of Jason's victims at this point. The web slinger got his hands on a pair of web shooters that slid under the couch when he took off his costume. With careful aim he shot several lines of webbing out but they had melted around the figure who stood in the doorway.

That was not good, a fact Peter noted when he saw his webbing dissolve in thin air.

The figure gave a loud and booming round of laughter when he advanced forward in a zombie state. That was something that turned out to be even worse for the web slinger and Peter tried to force his way back into the attack.

Gwen rushed out from the other room. While her Iron Spider Suit was not on that did not mean Gwen was useless as her demonic friend had found out the hard way. She aimed for the fences and swung before a frying pan that connected with the head of the demonic force to send him staggering back.

Peter added his own input as he swung back and send him flying out of the door with a loud crash that no doubt would get them a few noise nuisance complaints from the neighbors. That was the least of Peter's worries as he turned around to face Gwen.

"Nice shot," Gwen remarked to break the rather awkward silence that had been born out of the battle.

"You too," Peter fired back at that point, realizing, and not for the first time, how great of a team they made. "Did we hurt it?"

A loud angry snarl could be heard from outside as the creature got up to its feet to advance and stalk Peter and Gwen. The two exchanged a rather tense look with each other at this moment before they shook their heads.

"Not enough apparently."

The figure seemed to be far more dangerous than ever before which made it apparent to Peter and Gwen that the initial attacks were just a warm up for a more brutal assault. Despite their bravery not being challenged, Peter and Gwen had to do one thing and one thing only and that was run out the backdoor as fast as their legs could carry them.

Peter and Gwen found a wall of fire erupt from inside their house as they were kept back by the figure that kept advancing on them with a snarl on his face. The two decided now that it was time to stand their ground and try and find a way to fight.

Despite just being in the guise of Peter Parker, he was not going to roll over, far from it. Peter rushed forward but he got smacked back by the demon hard. The demon laughed before he spoke to Peter in the deep voice that he suspected that all demonic figures had.

"What you do is futile."

"I've heard that one more times than I can count," Peter offered but the demon just laughed.

"I am a vessel for the one known as Blackheart and you intervened in his plans. And for that, you must perish."

**To Be Continued In "Spirit of Vengeance Part Two."**


	8. Spirit of Vengeance Part Two

**Chapter Eight: Spirit of Vengeance Part Two.**

Needless to say that was a plan that Peter heard more times than he could count as well; when the spirit of Blackheart charged him and sent a blast of fire from his hands. The creature was completely and utterly out of his mind but when the web slinger stood by Gwen, there was no chance that he could…he had to try.

"Gwen duck!"

Gwen did not have to be told twice to duck, in fact she ducked, rolled, and landed from behind the couch. The demon moved a few steps toward her with the web slinger trying to poke his head up to see if he could engage it.

Sure enough Spider-Man could take down such a demon but plain old Peter Parker, that was another story all together. The young man felt himself completely outgunned and outmatched, if he could only get….of course Blackheart was not going to make this one easy. The villains never made it easy, especially if they were super natural menaces of death, they made it less easy than ever before.

The web slinger dodged the attack, going underneath the fired blasts and like a well oiled team, Gwen managed to slide Peter his web shooters. He took the web shooters in his hand, before he grabbed them and put them on, before he rushed forward and clicked the web shooters forward, spraying webbing out.

The creature laughed in a sadistic tone before the webbing melted and he lifted a hand up, causing fire to grow around his body. The golden glow of the menace wrapped around him, before he sent the web slinger flying on his back with a sickening thud. Peter felt completely ravaged by the attacks when he laid back, kicking his legs and trying to get back to his feet.

That could have went better, granted it could have gone worse, but it could have gone better, but Gwen and Peter locked eyes. They understood one thing and that was that this creature through everything toyed with him. He was their puppet on a string, trying to push him back, and he raised his hand in the air.

A rumbling of a motorcycle could be heard which caused the ears and the eyes of Peter and Gwen to perk up; even the powerful demon was distracted and then he was terrified. Rightfully so when he saw the individual crashing through the windows, swinging a chain wildly around when he went through the creature.

It was a biker who looked like a flaming skull head, breaking the pane of glass in Peter and Gwen's house. The two of them stood next to each other, numb and rather confused but yet they accepted what happened, the two of them turning their heads. The biker road out and lifted his hand in the air.

"You!" Blackheart growled when he backed up a little bit, facing the monster, and he showed fear, but he shook his head. "Even you cannot stop me!"

"Yes, I can," the rider growled when he revved up his motor cycle and drove towards him, sending the creature flying backwards. A loud explosion echoed throughout the hall causing the demon to fly down onto the ground and he smashed down onto the ground landing with an explosive force.

Blackheart backpeddled in a little bit, he was sent here to tempt the souls of mortals, to lead them into wicked deeds where he could accomplish much. Yet he was sent here, completely unable to stand up to face the Ghost Rider. His hands trembled when the Rider grabbed him.

The windows were already broken so there was no crash when Blackheart was thrown out onto the lawn. The Ghost Rider revved up and prepared to bring upon vengeance on his enemy, but the enemy was able to make a clean and crisp getaway, not even backing up for a second.

The Ghost Rider drove off into the night, the spirit of vengeance going off into the distance, with Gwen and Peter standing in the broken door frame, awe struck. He arrived there in a flash and took care of business. That much was for certain, despite their resourcefulness they were unable to take out this guy, Blackheart, whoever he was.

Yet this spirit of vengeance, whoever he was, jumped into the attack, and wiped him up; okay maybe the demon fled but that still seemed to be extremely impressive to say the least. The web slinger and his companion locked eyes, realizing what must be done and the two of them smiled, waiting to see if the dust was cleared.

Gwen's face crossed with a smile when she crossed her arms and turned to look at Peter. "So what do you think?"

"I don't know what to think any more," Peter admitted when he looked at Gwen with a smile across his face when he leaned forward on his feet and looked out. "I think…well we dodged a bullet, didn't we? If that guy hadn't interfered…."

"Tell me about it," Gwen answered when she cut Peter off at the pass, the blonde looking at him with a smile crossing her face. She crossed her arms when she thought, they were close, a bit too close for them to be taken down by the Ghost Rider.

Gwen and Peter turned to each other and walked back off into the house, their night was not over, their time was just beginning they had a feeling. The two archanid themed super heroes lived through battles like this, where the enemy seemed to go down at the first battle but alas it was a false hope. And it was one that they were not going to be tripped up by at all.

Yet there were many questions that were unanswered about their mysterious savior and if they could find anything out about him that might shed some knowledge onto this mystery. This Spirit of Vengeance had to be noticed, there was a time where someone did not pop out like the shadows like this.

Who was he and what his connection to this Blackheart was, this was the one thing that Peter and Gwen wanted to find out and they would find it out.

* * *

Blackheart gritted his teeth with furious fury, he thought that the Ghost Rider would not track him here. Yet he was wrong and that spirit of vengeance, with the power that he received was on his tail. The glowing demon looked around, a nasty expression on his ugly face when he returned to his domain. The demon clutched his hands against the dresser and scowled.

Like a wicked twisted harmony, the disturbing results of today's failure danced through the head of Blackheart, he could have got the victory. Yet the two arachnid themed heroes took the fight to him. He thought or perhaps assumed that he would be able to destroy them and sure enough like a mouse on the string, he toyed with them. The dastardly demon was about ready to string them in for the kill and finish them off.

Then the Ghost Rider meddled and he had to flee, in a head to head fight, Blackheart knew that he was unmatched. The sadistic expression through the eyes of the demon stepped forward, placing his feet on the ground and he cracked a set of knuckles before he rolled his eyes around. He snarled when he knew of the person to blame for the situation that he was thrown in.

It was his father and his accursed deals, toying with mortals and their emotions that lead to the unintended consequences of the Ghost Rider. Johnny Blaze was a foolish mortal but his father had to tempt him with the promise, tempt him to save one close to him. And thus, the Ghost Rider was one that dogged those who would normally put their sadistic imprint on the hearts of men. The Spirit of Vengeance pushed himself into the fight and into the night, and Blackheart fled.

"That fool things he can undermine me but no the vengeance and the power shall be mine and I will have the day. The Ghost Rider will not be the one to get the better of me. He will be crushed underfoot and I will bathe in his foul blood."

Blackheart knew that it was not going to be easy despite the rather bold proclamation he made and once again his mind diverted back to that of his father. His father deserved to be usurped because he would sooner make these deals, to give mortals a fighting chance. Then he would to crush their souls and their minds, twisting them in a predicament, in a fury that would cause blood to reign down.

The Ghost Rider would be defeated, destroyed, annihilated, whatever verb that one chose to use, that was what Blackheart planned to do. Fire blazed through his eyes, as he felt the Rider stalk him mentally, his presence gripped through the zone and threatened to crush him under his foot, to twist him mentally beyond all belief.

He twisted his head around and looked into the mirror, seeing the smiling faces that would live without fear for another day. Despite his best attempts, Blackheart did not crush him, maybe he should have, maybe they should fear him and his power.

The menace twisted his head over the side, it giving a solid crack to the side when he turned his head around and there was another crack when he turned around to the other side. Primal fury danced in his eyes when he placed his hands on the ground and rocked forward a little bit, before he tapped on the side of the mirror and looked.

"Content in your happiness, but you won't be content with it for long," Blackheart stated with his blackened teeth giving a nasty smile. He was as bad as his word, perhaps he was worse than his word. He was pretty dangerous and an individual that would crush anything and everything under his foot, his eyes glowed with might.

Blackheart stepped forward, one minor setback would not deter him, in fact it would press him forward and cause him to be more dangerous than ever before. Sadism reigned throughout his eyes and danced in his veins, a wicked twisted glory of unsympathetic greed and pure lust for power pressed into his eyes, that were about ready to pop.

Spider-Man was a mild insect on the tapestry of the world, someone who preached the mistaken thoughts of with great power, there being great responsibility. Yet there was no great responsibility for the great power that Blackheart wielded, he enjoyed the thoughts of reigning with such blood soaked carnage. His heart beat steadily, nastily, and hungrily, cracking his shoulders a little bit when he stepped into the night and was ready to go.

"He was ready for the fight, whatever that fight was."

There was no chance that the web slinger would ever lose, no way, no how, there was nothing that he could do. There was nothing that could stop Blackheart from his fury.

A portal of fire enveloped the creature when he disappeared, ready for phase two with the plan. It was now time to see where the world stood and what would burn underneath his heels.

* * *

The web slinger continued to pick up the momentum with the fruits of his research echoing in the back of his head. The fact of the matter was that they did not find out much about this spirit of vengeance, only a few legends here and there, myths, and stories. Second hand accounts from the old west of a hero who road on a horse and brought justice to the rest of the world but eventually the hero disappeared, never to be seen again.

' _At least until now,'_ Spider-Man thought when he swung from building to building across the city streets of New York. _'The Spirit of Vengeance has not been around in over a hundred years, but now he's back. And he's upgraded, motorcycle and all, and even has the flaming head trick. Talk about someone that is going the extra mile.'_

Gwen was left out of this one, but she continued he research, with a communicator device in her hand. If she found out any more information, then she promised to relay it to him. In the meantime, the web slinger continued to swing around the city to keep an eye out. So far it was nothing, maybe a mugger here and there but that was typical Spider-Man stuff in New York City.

The web slinger kept his eagle eyes open for his target and sure enough he heard the rumbling of a motorcycle from below him. That meant nothing because there were hundreds of motorcycles in the city the size of New York on every single day and more than a few motorcycle gangs. The web slinger picked up the pace to see if he could find his mysterious friend and hope to offer his assistance to him in any way that he could.

At first, he thought it was a dud or a dead end, with a motorcycle gang just heading off to the latest drinking spot.

' _Great, this is….hello!"_ Spider-Man thought when he continued to pick up the pace and web slung faster and faster through the city, to see if he could catch up with his mysterious friend. _'At this rate he's going….way past the speed limit. Even the speed limit in New York and the Manhatten traffic at rush hour….yeah I got to keep up with him, if I can get a little closer...and I'm on the ground."_

The web slinger dropped on the ground when he saw him in all of his glory, biker jacket, chain hanging from his body, blue jeans, and the flaming skull head. One could not forget about the flaming skull head and his wide eyes stared out from underneath the flames.

The wall crawler staggered back a half of a step, for some reason he felt like this Spirit of Vengeance glared a hole through his very soul and it caused him to shudder a little bit, shaking his head. The web slinger stepped on the ground and shook his head a little bit before he peered up and cleared his throat.

"Um, hello," Spider-Man remarked in a casual voice, cracking his knuckles.

"Spider-Man, you may be in mortal peril, I suggest you find a safe place to be," Ghost Rider stated without pause and the web slinger stepped back, his heart thumping against his chest before he turned around.

"Mortal peril?" Spider-Man asked but really that was nothing new to be honest, he was placed in mortal peril every single day of his life. "I am….yeah I am but that's nothing new."

"This is very new, this is more different and more dangerous than anything you've ever know before, Spider-Man," the Ghost Rider stated with a fearsome glow going through his eyes when he stared down the web slinger. "Blackheart will not rest with one loss, I must find him and track him and any agents that he has brought here to destroy these people."

Spider-Man stood up to face the Ghost Rider and he turned to him with an expression twisting on his face. "I want to help you."

"There's no help to be done," Ghost Rider responded when he narrowed his eyes and once again the web slinger felt like this Spirit of Vengeance glared a hole in his very soul.

Spider-Man refused to back down, that was one of the virtues that made him so heroic, some people might say annoying but that was one of the virtues that made the web slinger who he was. That was what he did all and all, the web slinger stood forward, ready for the battle at hand.

"I've fought everyone and everything," Spider-Man answered when he looked at the Ghost Rider, staring him in the eye, not blinking, not even moving. The web slinger stood with his arms folded and a smile on his face. "I'm ready for it."

"Are you ready?" the Ghost Rider asked when he looked at the web slinger, with a sadistic expression in his eyes when his flames kicked up around his head. "Are you ready to face the utmost darkness no matter what? Are you ready to take on the enemies that drive most the men to the brink of insanity? Are you ready to face an enemy that could cause you to be destroyed and destroy those close to you?"

Spider-Man folded his arms when he looked back at the Ghost Rider and stared him down.

"I am ready."

No sooner did these words escape the mouth of the web slinger was that there was a large explosion that echoed and a sadistic laughter that filled the air. It was the kind of laughter that echoed throughout the entire city and filled the souls of the most hardened of men with fear. The web slinger stood ready, with the Ghost Rider turning towards him, a crazed expression in his eyes. The web slinger shook his head off to the side.

"You better be ready for the sake of this city because Blackheart will not rest until he has his vengeance."

"Do you think that you're on the top of that list?" the web slinger asked when he turned to the Spirit of Vengeance but he clutched his hands on the handle bars of the motorcycle before he turned around, his eyes flaring with madness.

"It does not matter if he want his vengeance for I am the Spirit of Vengeance?"

The Ghost Rider drove down across the city streets in all his flaming glory, with the web slinger making his way down the street after him.

' _Sure the guy is creepy, but I think I can trust him,'_ Spider-Man thought to himself before he shook his head. _'At least I hope that I can.'_

Spider-Man followed him down the street, now was the moment of truth.

* * *

The Ghost Rider made his way down the city streets of New York on his flaming motorcycle of death, looking for the source of the new arrivals in New York. He made his way closer, he knew that Blackheart was closer in this city but the question is where he was? He hid behind a curtain of terror that widened all over the city that caused everyone to quake.

The portal opened and people screamed in terror, even though they had no idea what they were going against. The web slinger was high above the ground before he looked down at the demons and paused, feeling the cold fury wash over him when he got closer and closer.

He knew what he was up against but now he had to do it. The web slinger dropped down to the ground to try and use his spider sense to fine tune everything. It was the only thing that he could use because he could not see it. The web slinger flung himself around and sure enough a buzzing echoed in the back of his head.

A flaming fist shot in the air towards the web slinger but he dropped to the ground, dodged, and rolled.

"C'mon!" Spider-Man yelled when he clicked his web shooters and shot two lines of webbing at the air, hoping to latch onto something. He thought he had way into the battle but the web slinger flung himself down to the ground ,rolling his head, and pushing himself back up. "Is that the best you got?"

The soulless and sightless terrors rushed towards the web slinger, trying to attack him but he dodged the attack. Another wing and another dodge before the wed head propelled himself into the air with a somersault before he landed on his feet and then shot out another pair lines of webbing. The wall crawler twisted before he took him down to the ground before the monsters rushed forward.

Ghost Rider caught onto them before he smacked them down and caused them to fly backwards with the impact. The Spirit of Vengeance road backwards on his motorcycle before he rolled back, swinging his chain and then he sunk a brutal swing into him. Another punch, another punch, another punch, and the monsters dropped one by one like nine pins.

"Got it, almost there, got it," Spider-Man answered when he dropped down onto the ground and closed his eyes to try and fine tune his spider sense once again. And again, the web slinger dodged the attacks, getting back on his feet, before landing down on the ground.

The web slinger pushed himself back up and ran up the wall being chased by the creatures. They rushed him faster and faster, trying to grab onto the friendly neighborhood hero but he dodged the attacks, before landing on the ground. The wall crawler turned around before he aimed his web shooters once again.

He was pretty sure he tripped them up, at least he thought he did.

"Stay focused!" The Ghost Rider warned him when he zoomed forward on the helicopter before he dropped down onto the ground and took him down with a line of webbing that he snapped forward.

The Ghost Rider slammed into them at intense fury to send them flying to the ground with a solid crash, when they hit the ground. The demons vanished at the impact and the horror of people of New York faded a little bit. However, the fading was rather short lived.

The menace known as Blackheart popped up from the shadows, sadistic glee dancing in his eyes when he led more of his legions. The son of one of the most dangerous demons in the world stepped forward onto the pavement and turned around to face the Spirit of Vengeance, a sadistic expression dancing in his eyes when he faced him completely.

"I've been waiting a long time for this moment, Rider," Blackheart stated when he stepped forward, warping everything around him when he walked.

"Not as long as I have," Ghost Rider stated when he prepared to engage the demon. "Still playing second fiddle to your father?"

Blackheart's eyes widened with rage when he turned around to practically snarl at the Ghost Rider. "My father….DO NOT SPEAK OF HIM! If you knew of what he was capable of, you would not say much of anything. I am more powerful than he could ever hope to be."

Blackheart aimed a burst of black fire from his hand but the Ghost Rider dodged that one, revving up his motor cycle, before he dove at him. Suddenly, an energy field wrapped around him and he grimaced in pain before it wrapped around him. Blackheart clutched his hand around his enemy's neck and pushed him back a little bit.

Spider-Man meanwhile was deep in concentration.

' _He doesn't seem to even acknowledge me. That might…that might work to my advantage.'_

The web slinger dropped down to the ground before he landed on his feet, the Ghost Rider had Blackheart's full attention now as he clenched his fist. The Rider screamed in pure anguished agony when the demon continued to torment him. This was a dangerous battle between the two of them.

The web slinger reared back and kicked him in the back of the head, sending him down, before knocking him backwards.

"You dare touch me!" Blackheart bellowed when he grabbed Spider-Man around the wrist, trying to throw him off.

"Yeah, got a problem with it?" Spider-Man asked but then a blast of flames shot off to the side and he began to run up the wall to avoid the attacks from his enemy. The web slinger flung his body around, dropping down onto the ground with each precise blow, before he faced him. "Come on Blackheart, you want it, you've got it!"

"I'll crush you web slinger," Blackheart stated when he slid forward to try to attack Spider-Man but the wall crawler avoided his attack with the speed and agility that he fine-tuned in many battles of fighting for his very life.

"Yeah, we'll see about that," Spider-Man answered before he ran up the wall and went after him, before wrapping his webbing around the ankles but it melted.

The Ghost Rider meanwhile broke free from his containment field and wrapped his chain around his fist. He picked up momentum and drove towards Blackheart, summoning the full force of his powers. The demon flew backwards with an impressive fury and ballistic force. Spider-Man shook his head, watching in awe struck amazement.

"It ends tonight, demon," the Ghost Rider bellowed when he smashed his full power into Blackheart, burning a hole through the demon's chest.

"No….no…." Blackheart breathed with blood dripping down his chest before a high impact blow sent him flying through the portal and away into the night. The Ghost Rider followed him through the portal and he disappeared.

Spider-Man winced when he thought he heard a scream and another, no doubt coming from Blackheart. Vengeance was delivered.

He waited for anything to happen but then the Ghost Rider returned to face Spider-Man.

"I thank you for the assistance but should he return, he will not underestimate you again," Ghost Rider stated with a burning glare in his eyes. "Be prepared."

"Don't worry, I will be prepared," Spider-Man answered when he turned around and swung off into the night when the Ghost Rider rode into the night.

* * *

"So like that he got put into the portal and the day is saved just like that?"

That was the question Gwen asked Peter when he returned from tonight's adventure, although granted it was not before she gave him a very passionate gesture that ensured that he knew that she was glad that he was okay. That was always a good thing and now the web slinger found himself needing to explain what happened.

In many ways, Gwen was a bit miffed that she missed out on tonight's adventure but in other ways, she found herself more than okay with everything that happened. There was something about what happened that made her smile and she shook her head when she ran her hands through Peter's hair before she propped him up on the couch.

' _He returns home in one piece, really can I ask for much more?'_ Gwen thought to herself shaking her head when she looked at Peter.

"Well, tonight was a great night, I think it's time to unwind," Gwen remarked when she rested her head on Peter's shoulder and he placed an arm around her with a smile, the two of them locking eyes with each other.

Any night that they were back and more importantly both back in one piece was a good night; although their eyes darted back and forth to the door a little bit every single time. That was the fact of the matter and something that they could take the bank, of their enjoyment that no matter what, they were here together.

"I hope the two of us will continue to weather these storms," Gwen managed when Peter curled an arm around her and smiled, before the two of them touched lips in a brief but nice kiss. The two of them looked around, placing Peter's hand on the small of her back, with Peter touching the bare flesh. Gwen smiled and hummed, when she looked in Peter's eyes. "Of course between the two of us, I think that if we put our minds to it, there's nothing we can't handle."

Peter smiled, that much was the true, he would have to agree with that statement, when Gwen threw herself over Peter's lap and kissed him heatedly on the mouth, the two of them running their hands over each other's bodies, before they peered into each other's souls with loving tenderness. Okay technically it was their eyes, but the point was there.

Gwen edged off the tank top that she was wearing to reveal her firm and nice bust in a lacy black bra. Peter appreciated his fiancee's development, she filled out nicely over the years and his hands wanted to roam over her, to feel every curve of her, to explore every nook and cranny of her hot body.

She edged Peter's shirt off, and kissed him, rubbing her hands all over his well developed muscles. It was amazing how someone can develop a such a body from nearly dying several times, well that and the spider powers.

"I think we better take this one upstairs," Peter breathed when he looked at Gwen, who pulled her shorts off, and she wore a very sexy black thong underneath. His fingers skimmed the edge of her panties, to reveal that she was extremely wet and very horny.

"Why wait?" Gwen breathed huskily in his ear when she edged his hand down the front of his shorts and squeezed him. "Isn't your spider sense tingling?'

"More than that, I think,' Peter managed when Gwen nibbled on his ear and ran her hands over his body, causing pleasures to inflame up within him and knew who brought it.

The sexy young lady straddling his lap, his best friend, his partner in everything, the love in his life continued to work Peter over as the dance got more intense.

**To Be Continued in the Next Chapter "**


	9. Spot of Trouble Part One

**Chapter Nine: A Spot of Trouble Part One.**

Oscorp was looking forward to one of the more profitable quarters that they could make in quite some time. The company had some tough spots over the last couple of years because of their leader and founder Norman Osborn and his death of many years ago. The rumors that the man went insane and cracked due to Spider-Man were always going to exist. Regardless of what happened, it did not matter, rather Osborn was gone and his son might not fill the shoes of the business mogul. Despite Harry Osborn's best efforts he would always be compared to his father and considered to be the lesser of the two parties.

"I don't care what, I don't care how but Oscorp, we're going to change how we're perceived in the market. This company might have started with Norman Osborn but it will not die with him, do you hear me? Yes this new communications equipment is going to put Oscorp on the map and there will be one of this devices in every home within the next five years."

Harry learned the art of spinning some of the biggest statements at the knee of his father but he wanted to believe in his company. Oscorp's success was his success as he reminded himself time and time again. The greatest company leaders would push themselves up and use their adversity as a foundation to grow themselves. At least that's what Harry was told by his father time and again, many of those times in a rude and spiteful way. Norman Osborn rarely had a kind word to say to anyone, especially his own son.

Despite those words, Harry vowed to live up the grand legacy that his father left behind and make sure that wherever Norman was, likely looking up at him now, he would get a great deal at the legacy that he left behind. Oscorp would be bigger, better, without the baggage that Norman Osborn left behind. Harry rubbed his hands together and took a step forward before he shook his head and offered a labored sigh when he looked into the distance.

"Yeah, I want them out, the press conference is in five days….I'll find someone who can make the time," Harry responded in a fierce tone of voice, it was the type of businessman he was now. He channeled more and more of his father's spirit and now he understood why his father cracked in the way he did.

The fact of the matter was that Norman Osborn lost his mind because there were people who surrounded him who were less than adequate to say the very least. Harry wanted to mitigate that as much as he could but still there were times where he wanted to put his head through the wall and scream to the high heavens.

There was a smashing sound that brought Harry out of his thoughts and the Osborn heir rushed over. There should be no one inside that vault, only three people in the entire company new the combination for it and two of them were away on business ventures. Harry stepped forward and tried to open the vault, entering the combination on the keypad.

Impatiently, he waited for the combination to register on the vault and the door lock to click open. Naturally several minutes passed before he got the lock open and the door swung open to allow him entry into the vault. Harry took a half of a step forward into the vault, shaking his head and sighing deeply, he really did hope that he did not run into any kind of trouble that he could not find his way out of.

Sure enough he was here and in the vault, the vault had shelves of high tech equipment, some of it had been tampered with.

"Oh sorry, you weren't supposed to see that, that was kind of sloppy of me."

The voice Harry heard but it was not there, rather he saw a man's head poke out from underneath the floor in an energy portal. He was completely white from head to toe, with a few spots on him to add to the flavor. He turned his way up and pulled himself out.

"It's….the components that my boss wants aren't here, so sorry to disturb you," the man stated when he leaned down and faced Harry, who's face contorted into a scowl when he looked down at his latest adversary.

"Who are you?" Harry demanded but the man grabbed his ankle and tugged on it to trip him up a little bit to cause Harry to stagger back slightly.

"Now, I can't very well have you interfere, now can I?" the man stated in a polite manner, he was not like any criminal Harry ever fought against. "No, no, never, anyway I can be here, there, and everywhere but I shouldn't really be seen there, you see….where am I, that's where I am."

The man also appeared to be a bit scatterbrained all things considered and Harry Osborn watched the floor before he looked at him and the portals closed. He felt the floor, and looked around a little bit. There seemed to be no further sign of his gentlemanly intruder who vanished into the night, but by what means, Harry could not say.

This did not make any sense at all, who pops into a vault and could take anything but yet steals nothing. That was one of those things that made Harry scratch his head ever so slightly and made him tap on the vault floor, shaking the cobwebs from the back of his head. Where was he….well he did not know now, did he?

"Get security down here to vault nine, I want to make sure that nothing has been compromised," Harry responded when his eyes shifted from one side to the other. He almost expected this attack to be some kind of feint to get other technology out in the open. Harry shook his head a little bit and responded with a smile crossing his face. "And….and make sure that nothing on the third floor has been compromised."

There was nothing of value on the third floor at least Harry did not think there was. Of course there could be a few experiments from the days of Norman Osborn lurking around and threatening to rear their ugly head. So Harry did not know what was there, if anything at all. The young Osborn heir shook his head, before he stepped forward and waited for his assistant to arrive.

"Ms. Burchill, we ran into a spot of trouble, yes, I understand, he didn't take anything, despite….well I don't need to have to tell you now, do I?" Harry asked, trying to avert his eyes up towards the vault and his body gave a little bit of a shudder before he turned around and walked over to the side, shaking his head. "I'll be back….yeah I'll be back, trust me when I say this. We're still having our lunch meeting and we'll discuss the plans we had there."

Harry was someone who tried to keep his mind on his business but after the events involving the Rose a couple weeks ago, Harry really had no idea at all what he wanted to do but he thought that he would find out before too long all things considered.

* * *

' _All of these….all of these thefts and no one to trace them back,'_ Spider-Man thought to himself when he swung back around, looking high in the sky and dropping down to the ground before he looked from one side to the other. The web slinger took a moment to adjust his eye sight and slide forward before heard the banging down from the other side of the wall. _'And I spy with my little Spider-Eye someone who is messing around with something that they should not be.'_

The web slinger took a step forward into the night, before he looked around the side of the wall. Instincts told him that something was creeping around there that should not be. While his spider sense did not tingle yet, that only meant that the person in there was not a direct threat to him, which did not mean that the danger would not come. The web slinger took a moment to peer into the vault and look from side to side, his eyebrows raising when he tried to find out something.

It was empty.

Which was kind of odd given that he half expected someone to pop out of nowhere and say boo or something along those lines, with the web slinger pushing himself forward, carefully creeping. Knowing how fickle the police are, he could be pinned with the crime if he was not careful so he vowed to be as careful as he could. The web slinger stepped around off to the side, standing on his tiptoes and inclined his head up and away to the side, letting out the deep breath he had been holding in for a little bit.

There was a crackle, crackle, and then a crunch when Spider-Man stood on his guard, walking around on every side, staying rigid and careful. The wrong step would mean that things would go south in a hurry for the friendly neighborhood hero. He continued to walk forward and carefully arch his head from one side to the other. He stepped a few feet forward, his knees buckling when he sighed.

"Hello is there anywhere there?" he called out into the distance but suddenly he felt kind of stupid for asking that question. Still he kind of had to try when he asked that question and stepped forward a little bit, every single step of the web. The web slinger threw his head from one side to the other and looked.

He heard something, it was a humming sound. He aimed his web shooters before he stepped forward a little bit, carefully making his steps count because he knew that if he made a missed step it would be over. The web slinger slid off from one side to the other and shrugged his shoulders before he carefully kept his head forward.

"Oh, sorry, I didn't mean to trigger that alarm," the polite and calm voice stated when the web slinger arched his knee forward.

"Who are you?" Spider-Man asked when he arched his head to the side, shaking his head.

"Who am I?" the thief asked when he popped his head practically out of the ground. "Well you see that's a good question, I'm just some guy trying to make an honest living. And getting quite sloppy at it too I might add, this is the second time that someone….that someone caught me with my hand in the cookie jar. You see these electronics, they don't grow on trees you know and we can't really mass order them. Not like this, especially this government surplus, if you know what I'm saying."

"I don't know what you're saying, that's the thing," Spider-Man responded when he stepped forward a little bit and tried to grab his enemy but he slipped through his hands. "Man you are a slippery one and…."

Spider-Man accidentally punched himself in the back of the head, causing him to get nailed in the back of the head. The web slinger stumbled around a little bit getting knocked cross-eyed and he shook his head. The web slinger rubbed the back of his head and took a moment to take a breath and cross his arms.

"Right, let's try that again," Spider-Man stated when he cocked his web shooters up and shot the line of webbing through one of the portals that opened.

"You didn't even come close, did you, chap?" the villain stated when he dove out of the hole, before he reached underneath the web slinger and pulled him through the ground. The web slinger popped through one hole in the floor and then popped through another portal through the ceiling. "Well, I've got to give you props for the good old college try."

"Right, thanks, I think," Spider-Man responded, this guy seemed to be one of the most polite villains he ever had ever went up against and a part of him really did appreciate that. "But listen um guy, we've got to…."

Spider-Man decided to skip the talking and dive at his enemy but there was a problem, the attack bounced him through the portal and caused him to land with a huge smack. The web slinger smacked his head on the ground and rolled over, clutching his eye when he turned around and rolled over onto his feet. That smarted, especially when he went through the dimensions.

"Okay, let's try that one again," Spider-Man managed but suddenly another portal opened and he was sucked into it before he landed with a thud into the next room.

"Sorry, Spider-Man, this game has been fun but I really got to jet, old bean," the criminal stated before he threw his head backwards and waved his hand to suck up the electronics that he stole. "Let's see, frequency generator, adjustor tubes, a case of ale for the ride home, yeah I believe I've got everything."

Spider-Man tried to break the door down but it was locked tight from the inside. The web slinger was way in over his head and he shook his head from one side to the other and cracked his neck a little bit, he tried to stagger a little bit but he hit a wall, so to speak.

' _Well that was a bit of a bust,'_ Spider-Man thought to himself but he was not going to give up that easy. He placed his foot down on the floor and felt a little bit of static energy. _'Very curious, these portals leave traces and if I utilize the SHIELD equipment that Fury gave me, I should be able to….hopefully pinpoint what world between worlds our mysterious gentleman thief is heading, at least I hope I can.'_

The web slinger had little choice but to do what he could, before he turned around and swung off, trying to take a deep breath. The friendly neighborhood hero adjusted his shoulders before he swung himself off into the night and then kept moving on to see where he would go next. He had his back up against the wall that much was for sure.

* * *

"So you're saying that our mysterious gentleman friend has shown up at Oscorp as well, just recently?"

Peter asked this question when he walked down with Gwen. After he informed her of his mysterious meeting with the thief, she decided to do some digging to see if there were any other similar heists. There were a few around town but one of the more prominent and strange ones had been at Oscorp.

"Yeah that's the thing, it has," Gwen offered but then she shrugged her shoulders a little bit and apprehension flooded he face. "And here's the thing, I do want to see Harry again but…."

"The last time our meeting was not too friendly," Peter offered when he walked by with Gwen with the two of them walking forward towards the front doors. The surly security guards were still there from last time and the young science prodigy knew that there was going to be a little bit of trouble even getting past them into the front door. Despite all that, he had to try, because that was how stubborn he was. No matter what, he had to try and the web slinger picked himself up and turned to him. "Um, hello, we're here to see Harry Osborn."

The guard gave him a queer look as if this was an unreasonable question.

"Mr. Osborn isn't seeing anyone today, he's in a very important business meeting," the security guard answered, he recognized these two. They were Mr. Osborn's so called friends although the young head of Oscorp put them on the do not show up for any reason whatsoever. The two young science prodigies moved to the side.

"Um, yeah, that's fine, thanks for your help," Gwen responded in a pacifying voice when she turned to Peter. "That tears it Peter, we're….we're doomed."

"I can't believe you're going to get up that easily," Peter stated in a surprised tone of voice when he moved away with Gwen and the two of them kept walking slowly. They got further rand further away from Oscorp.

Gwen shook her head before she turned and looked at her fiancé, a smile crossing her face when the two of them edged away from the surly security guard, who looked like he could use a good pick me up this early in the morning. The blonde science prodigy offered Peter a wink before she held out her back pack which had the Iron Spider Suit in it. Peter got the memo loud in clear, there was no way they were going to get in there the conventional way. Security was too strict and too rigid to get through the front door.

"Brilliant," Peter responded to her.

Gwen offered a smile towards him before she patted him on the elbow. "Yeah, I know I am but we're two sides to the same story. Never mind that though, let's suit up and do this."

Peter and Gwen exchanged a nod, they were ready and willing to go, when they moved off to a building across from the main entrance of Oscorp and prepared to suit up so they can head in and do what needed to be done. The two web slingers were ready for action and ready to head into battle. The two of them changed together, careful not to get too side tracked before they made their way out of the shadows.

Through careful stealth they made their way towards the side alley next to Oscorp. Gwen caught the security panel and used the tech in her Iron Spider armor to hack into it. It took her a few minutes to really delve into the security but she lowered the defenses. A smile crossed over her face when her and Spider-Man slipped into the side entrance.

Next were the stairs that they carefully navigated one step at a time, making sure not to trip any surprises. It did seem that no one used this set of stairs all that often, which was more than fine for them. The web slinger shook his head when he made his way up the stairs and continued to walk, with Gwen following them.

"It's been moved and it's been secured."

The Iron Spider and Spider-Man both tensed up at that point in time and shook their heads, that voice did seem to be rather familiar when they heard it and they continued to make their way up the side entrance. They could not be hearing it right, it had to be some kind of trick that messed with their minds. At least they hoped so.

"Mr. Osborn, trust me when I say that this is a brilliant achievement that will change the world," the voice stated and Spider-Man peaked through the door to see the person on the other side.

' _No way,'_ Spider-Man thought to himself when he shook his head, he had to be seeing things, although he was never one to think that he would be having any hallucinations of any type. Yet, he saw her on the other side of the door, as he saw her, her dark hair obvious and her malicious eyes even though she was not wearing the outfit that they saw her in the last time.

Yet Rhona Burchill, the Mad Thinker, stood in the flesh with sadistic glee dancing in her eyes when she walked around to talk to Harry in the lab. The two spiders watched the two go on in their conversation. Unfortunately, coming in a little late to the party mandated that they missed out on key points in the conversation, not that it would matter all that much. Peter and Gwen shook their heads, they knew when they had some sort of problem to sort out and they drew in their breaths, their fingers twitching.

They pushed back when they heard the footsteps. They could not talk to Harry now, not inside costume or out of costume. Not with her around at least, with her sadistic nature and her chaotic ability to torture people. The first time Gwen and Peter went up against her at the Baxter Building when they helped the Fantastic Four, they did win but like the worm she was, she slipped away and stuck to the shadows.

' _If Harry is with her, he's in more danger than he ever realized,'_ Peter thought to himself, hoping that he could find a way to help his friend before it was too late, even though he knew that help would be something that would be difficult. _'I got to….I got to….we've got to figure something out before she does something.'_

While one of his spider powers was not reading the mind, Peter knew that Gwen was thinking along the same lines as him and equally frustrated as he was. The two of them knew what was taking place; both of them understood what was on the line. They had to figure out the plan of the Mad Thinker.

Of course her name indicated that she was insane and a genius which was not an ideal combination to go up against.

* * *

"The Mad Thinker, of all of the people Harry could be doing business with….."

Peter held up his hand to allow Gwen to calm down and she shook her head before she reigned her words in. They two of them were back home after the glimpse they saw of Harry and Rhona Burchill at Oscorp. There was one thing that was for certain and neither of them could talk to Harry right now. Especially given the fact that he talked to the sadistic menace that was the Mad Thinker.

"I don't…I don't like it any more than you do Gwen," Peter managed when he shook his head. That was the problem with Harry not knowing about the Spider-Man secret. His mind was already not in a stable means given his issues with both drugs and his father. With Norman Osborn long in the ground after his final battle with Spider-Man, the only thing that Harry dealt with was his own personal demons.

Those demons were extremely dangerous and plagued Harry Osborn to this very day, so as much as Peter wanted to help his best friend, he was held back a little bit after everything that happened.

"I know you want to see the best in people, Pete," Gwen stated when she sat down with him and they sat on the couch. "And believe me, I do as well but…."

"Harry doesn't know about her and what she did," Peter stated when he thought about what happened.

Rhona nearly blew up the Baxter Building with the Fantastic Four inside it. Why did she do something like that? Because Reed Richards spurned her and she thought that he was nothing but a fraud. It was a stupid thing to do but at the same time, it was something she justified in her own mind. Peter shrugged it off a little bit before he turned back to Gwen, trying to remain as focused as he could.

"Okay, Gwen, as much as that upsets both of us, we haven't forgot about the person that's pulling the crime spree," Peter answered and Gwen nodded, before she adjusted her posture and shook her head.

"Right, right, right, our mysterious thief, the polite guy that opens the portal," Gwen answered when she focused herself back to the fact at hand. "There's got to be some kind of flaw, some kind of source where he draws that portal from."

The brain storming session bared fruit for Peter and he shook his head a little bit before a smile crossed his face and he remembered everything.

"You're going to call me crazy, but remember a few years ago when the Red Skull held the United States of America hostage and threatened to suck half into a black hole," Peter stated and a tense expression crossed Gwen's face before she nodded a little bit.

"It's kind of hard to forget," Gwen responded when she placed her hands on her hips and remembered that day. The fact she nearly got flash fried at the hands of Electro was something that she would not be forgetting any time soon no matter how hard she tried. "But…you're thinking the portal technology is kind of the same like the black hole generation that the Red Skull used."

Peter slapped his right hand on his left palm while his eyebrows moved up in the air. "I'm almost sure of it, in fact I'm really sure of it. There really isn't any other explanation at all with what was in there."

"Except for the fact that you were able to shut that technology off," Gwen answered before she looked at Peter with wide eyes. "If that technology is based on say a person, it's kind of hard to find a way to shut it off."

Peter had not thought about that and had not considered that point but he was certain that Gwen knew what she was talking about. The blonde girl rocked herself back a little bit and looked forward, before she placed an arm around Peter, before smiling a little bit. The blonde bit down on her lip and shook her head before she thought about it. She came to one conclusion and turned to Peter to address it.

"Do you have any idea who might have been missing after that day?" Gwen asked Peter and it was then where Peter shrugged his shoulders, that was something that he did not know.

He flashed back to the day, a couple of the Red Skull's men were close to the portal and a couple of the scientists were extremely close but….that was about all that there was. The web slinger racked over everything in his mind. So much happened on that day when he fought the man who killed his parents.

"I think he'll strike her next," Peter answered when he closed his eyes and thought about everything that he had to go against. "I just hope…."

"That he doesn't leave any of those portals open," Gwen offered with a shrug and Peter nodded. "So on a scale of one to ten, how much of a danger would that be if he left those black holes open."

"A twelve, it could suck everyone in," Peter stated when he closed his eyes, with Gwen placing her hand on his.

On the one hand, it could not have happened, perhaps this thief would be careful. Yeah he had to be careful, closing his portals behind him and making sure that nothing was left open. After all, only a complete fool would leave portals open all over the city where people would be sucked through in a black hole. Yeah, that's it, he had to leave them open safely.

On the other hand, Peter knew how his luck was and knew that there was some kind of danger. He tried to tap into the portal frequencies, there was traces left behind.

"I think I know where he's going next, the one place in town that's in the middle of all of this," Peter answered when he suited up.

"I think there might be something on the Iron Spider suit that would be able to help ups," Gwen offered and Peter smiled, he sure hoped so because he was tired of running around in circles for no reason.

* * *

The criminal who was dubbed as the Spot by those who caught a glimpse of him dropped down at the next location on his list. The criminal shook his head when he walked around a little bit and twisted one head to the side.

"Are you sure this is the next place on the list?" The Spot asked when he held out the communication link.

"Yes, we must take Oscorp out and make sure that they don't become a threat," a distorted voice stated over the communication link.

The Spot had no idea who his employer was, all that he knew was his men rescued him from the brink when he was trapped there. He was once a scientist named Jonathan Orm who had been drafted into the service of the Red Skull against his will. He built a device that would allow the Red Skull to open up black holes, well he assembled it anyway. The Red Skull already developed it.

Yet the device got damaged in the final battle with the Red Skull taking on Spider-Man and Captain America, with several scientists getting sucked in, along with several of the Red Skull's men. Many of them were not lucky enough to survive the onslaught but Orm did when he was sucked into a vacuum when he absorbed all of the energy that he could, soaking every single bit of the energy.

Now he could open these portals that allowed him to travel throughout time and space. Miniature black holes that allowed him to pop in one place to another, with the Spot being able to control the hyper gravity within them. As long as he was able to shut the hole, he could pop in and out of them at will.

There were a few struggles like the moments where he was caught in the middle of a heist that was something that bothered him a little bit. The Spot stepped on the ground and turned a little bit off to the side, adjusting his stance to make sure he could see every single location around him. This time there would be no one who would get the drop on him, he would make sure of that. He stepped forward and listened.

So far, so good, all he heard was the sweet sound of silence.

"And we've really got to stop meeting like this."

The Spot turned around to see Spider-Man hanging from the ceiling on the vault.

"You know, one could get quite annoyed with you barging in like that," the Spot stated when he tried to open a black hole but the web slinger jumped off, right into a second one that sucked him into the hole and then blasted him out hard against the bottom of a shelf.

Spider-Man rolled out, rubbing the back of his head, before he tried to pull himself up and he coughed a little bit.

"Sorry, I'll be more considerate next time when someone's committing a felony," Spider-Man responded when he rubbed the side of his head and pulled himself up.

The Iron Spider smashed her way into the vault and knocked the Spot off to the side, sending him flying back. She tried to send a blast at him but a portal opened and ricocheted the blast from one side to the other.

Thankfully she ducked and dodged, before the web slinger bounced back. Spider-Man and Iron Spider sent lines of webbing at the Spot but he opened up two portals and they crossed each other and tangled their webbing against each other.

"Well that could have gone better coordinated," Spider-Man responded when he pulled himself free and staggered a little bit, shaking his head and the Iron Spider gritted her teeth before she sent a sonic blast at the Spot.

"This is an amusing game but you should know that the ball is in my court," the Spot responded when he shook his head and rocked himself back a tiny bit. "So close, yet so far, come on, surely you can do better than that?"

Spot dove into the exit portal, now that he bagged his heist for the day, it was time for him to get out while the getting was good. Diving through the ground allowed him his ability to exit but the Iron Spider wrapped a line of electrified webbing around his ankles.

Spider-Man followed both of them through the black hole, trying to chase this thief towards his mysterious employer, whoever he was at and they vanished with a huge crack.

To where they had no idea.

**To Be Continued in Part Two.**


	10. Spot of Trouble Part Two

**Chapter Ten: "Spot of Trouble Part Two."**

Hindsight being what it was, perhaps following a super villain who could control portals without the ability to control them yourself was not the smartest idea in hindsight. At least that was the thoughts that moved through the heads of the two web slinging super heroes when the two of them turned around. Their hearts thumped into their chest, practically bouncing off of their rib cage. They shook their heads when they rested in the nexus. There was purple vortexes around them and it was not too hard to see what was around them.

There was portals, hundreds and hundreds of portals, portals that stood in every direction and threatened to taunt them. The web slinger gave a bit of a cough when he peered over his shoulder towards Gwen.

"The good news is, I'm in one piece," Gwen managed when she coughed a little bit and made sure she was all in one piece. "Actually….that's not the best news in the world because the one thing that we could go through the portal, the modulator on the Iron Spider suit is on the fritz. I don't know….I can't repair it in here. I suppose that we could try and catch one of these portals out of here."

Peter thought about it after a moment but realized that despite the fact it sounded like a good idea in principle, it was much less of a good idea in practice. It was a one in a billion shot to go through one side of the portal from another. The web slinger realized that the more he thought about it and the more he considered everything. Being trapped between a rock and a hard place was a term that was thrown around very loosely but that was an apt explanation.

Now he turned towards Gwen, when the blood popped her face plate on her helmet and turned around, she blinked a little bit.

"Are you okay over than the suit being damaged?"

Gwen responded with a shrug. "Yeah, I'm fine."

The fact of the matter was that she wished she was fine mentally as opposed to physically but it seemed like every time she tried to fight crime, something bad happened. Gwen often did wonder how Peter held it together. In some ways, she really did admire him for the ability to keep his wits together. Her wits spun around with her blue eyes closed and she rolled her head back a little bit.

So far, so good, at least that's what Gwen thought, she was not damaged.

Other than her pride that was, that was very much damaged, the moment she blasted through the portal and landed to the ground with a solid smack. She tried not to show it, Peter was counting on her to help him find a way out of here so the two of them can surf on through the portal. These portals, there were countless ones around them, and the duo gazed around, trying to pick out everything.

"Okay, all we have to do is look for the portal that looks the same as the one that brought us in here. That should be easy enough, shouldn't it?"

Gwen shook her head, as much as she would like to hope that statement from Peter was going to be helpful, there was one simple logical hole in his statement. And that was that every single portal in this place had the same look. The texture was the same, the number of swirls in the vortex was the same, they were even the same size. No two portals were even different to the naked eye, which made things very difficult to deal with.

"And how would the portals be different, look at them, they're the same? I don't suppose we could randomly dive through the portals and see what happens."

Gwen stopped and stared, when she turned her head. She shook off the thoughts that were a kind of stupid question to be honest with her. The blonde wanted to smack herself in the head for even asking such a stupid question.

"Yeah, that's a stupid question isn't it?"

Spider-Man stood up, not acknowledging that question, at least for the moment, at least until he could figure out what was going on in the back of his mind. The web slinger turned over everything in his head and closed his eyes, trying to hope the portal would give him some tell tale hint. He wanted a sign, any sign, it didn't matter what sign it gave him, he wanted something that would show him the way.

' _Okay, no whammies, no whammies.'_

Peter grabbed Gwen around the hand and he rushed forward towards the portal. Both of the web slingers hoped that this was the one. The web head paused, his spider sense did not go off, that was a good sign. At least it meant that this portal would not take him anywhere dangerous to some dimension where flesh eating parasites could feast on his heart and lungs. Or that would be the worst case scenario to be honest.

Both popped through the portal with a solid crack and both flowed through, surfing their way through the portal. The two held onto each other whilst they also held their breath. Seconds passed by.

The time ticked by with each of them.

With a thud, they shot out of the portal with a cannon and they landed on the ground with a crashing thud. Spider-Man and Iron Spider rolled over, their egos bruised, along with their bodies a little bit. The two of them closed their eyes when they held their heads up and tried to hitch in a bit of a breath and looked around, with hopeful optimism dancing in their eyes when they turned around.

"And we're right back to where we started."

Spider-Man issued that statement dismally.

"Take two?" Iron Spider asked tentatively when she grabbed him by the hand and she looked up into the sky. She shrugged her shoulders before she picked out a portal. "I've got a good feeling about this one."

"Let's hope it's more than a feeling."

Iron Spider and Spider-Man went through the portal and they experienced the same fantastic journey that they experienced the first time around. Their heads swam when they went through the portal. They felt like their very beings went inside out, with the web slingers going through and trying to find their way out to escape the portal, feeling the swimming sensations that went through their stomachs.

They flew out at the other end with a crash.

"Third time's the charm?"

* * *

The Spot returned from his latest trip through the portal, even though he mentally slapped himself a little bit for running into trouble at the hands of Spider-Man. The web slinger was a crafty devil, he'll have to give the devil his due. The criminal continued to walk towards his destination with everything swimming through his head. He thought there was going to be even more problems with what happened but he sent Spider-Man and Iron Spider on a journey that they would never return from. It was quite sad almost, the fact was that they were not too bad, just annoyances that he had to get out of the way.

With these words, he exited another portal to the office that his employer set up, the bounty that he collected in his arms and he shook his head a little bit. The criminal continued to walk a little bit, taking his strides with confidence. Managing to defeat Spider-Man in such a way would put a spring in anyone's step. While he would not call himself a fan, the Spot devotedly followed every single step of the web slinger's career.

It fascinated him more times often than not, every single battle was more inspiring than the last. If Spot was not indebted to the person he was indebted for, he would have decided to try his hand at the entire crime fighting thing himself. What was the worst that could happen? He figured that his powers would be useful, there would be nowhere that criminals would hide from the powers of the mighty Spot.

"So are we having fun?"

Spot turned his head around and figured that his employer would be there right on time. Despite his powers, he was still a mild mannered scientist and not prone to acts of wanton violence. This particular woman was different from that. No act of violence sated her bloodlust and she continued to get more twisted by each passing year. As twisted and tormented as she was when she was a teacher, she got far worse when she was an adult. Rhona Burchill earned the moniker of the Mad Thinker, and her sadistic expression could not be matched by many. In fact, it brought chills in the heart of men and women.

"I've got the technology as you requested, from Oscorp's competitors."

Rhona turned her head towards this man, who she rescued through the portal and gave him the power suit to stabilize his powers. She made sure to have a killswitch ready, activated at a moment's notice. Her dark hair swung over her face to curtain it and her soulless black eyes stared back at him, her newest puppet. The Osborn heir could do what he needed to ensure the company did not fall into the ground.

She had bigger things to worry about.

"So you have,' Rhona answered in a crisp voice when she snatched the satchel away from her employee and opened it up to rifle through it. So far it was so good and as long as he continued to do good, he would live.

People like this, give them a bit of power and they thought that they could rule the world. Rhona saw things through a different set of eyes, power as it was, it was rather subjective and the true power came from the mind. Those who allowed a little bit of power get to their head often became weak in the mind. And when the mind fell, the body came soon after so she understood this on several levels.

The problem was most people did not understand that power could not win battles alone. They needed a thinker to guide them, and there was no thinker with a mind stronger than hers. Sure one might call her a bit mad but that was part of the science that made her mind work. Some could also call her obsessed and she would agree with that under certain terms. In other terms, she would fight them to the death with it.

There was fine line between obsession and passion and that was something that Rhona straddled each and every individual day when she walked it. It was like a tightrope that she struggled not to fall off of, into the abyss. She might say that some looked at the abyss but she mastered it. That was what Doom taught her and that was all she understood, the power of her mind and the strength of her passion, some might say obsession.

"I took Spider-Man down anyway," Spot stated when he looked at him.

"And is his decaying, rotting corpse at your feet?" Rhona asked when she put her hands on her hips and turned her head to focus at her minion who shook his head. "I thought not, that means that you do not win anything."

This was why people like Osborn, Octopus, Mysterio, and that entire gang of Ravencroft Psychopaths all failed when they went up against Spider-Man. They declared victory prematurely but there was nothing premature about what went through the head of the Mad Thinker. She was all about decisive action and she would win the day. She looked at the Spot and decided to voice this opinion out loud.

"As long as Spider-Man breaths somewhere, no matter where, until you've verified a corpse, there is no way that he's defeated. If there is no way we he could have survived something, there means that there's a greater chance he survived something."

Spot nodded his head.

"Is that clear?"

Once again the Spot nodded his head and Rhona looked at him.

"Go back and finish the job you started, bring me Spider-Man's head as a trophy," Rhona stated when she folded her arms and malicious intentions danced in her eyes. She stood above the Spot, towering over him.

The Spot understood what he had to go up against. He was not one to intimidate that easily but at the same time, he knew better than to push the buttons of a person that could take him down at any time. He had the power but she had the control and that was the details of their business arrangement, one that was understood even though neither of them really had to say it out loud. It was one of those things where they knew.

So the Spot moved off to take down the web slinger once and for all. Back through the portal and to the limbo dimension he went, he would track down his enemy and their final battle would be at hand. The web slinger was not going to go down that easily, he figured but the Spot understood that he was underneath the thumb of the Mad Thinker more now than ever before.

The Mad Thinker watched him, his success or his failure, neither managed to her. She activated a communication link and said a few words.

"Phase Two completed, onto phase three."

* * *

Gwen and Peter sat with their legs crossed with the blonde in question messing with the circuits in the Iron Spider armor. While she thought that there was little to no chance of her completely fixing the armor where it would work a hundred percent, she could at least fiddle with it a little bit and work on it, trying to adjust the circuits so they could work a bit better. At least that was the hope but there was a chance that would blow them straight into another dimension.

Peter tapped his foot, waiting, they must have used about forty or so portals in their attempts to get out. That was before they completely gave up the ghost and any attempt to get out of this limbo world. No matter what they could say, there was going to be no easy way out and the pair of them understood it. The web slinger tapped his foot a little bit and turned to Gwen, with the blonde offering an answer to Peter's unanswered question.

"I should be done in a minute."

Peter shrugged a little bit before he looked at Gwen. "What are you doing?"

Gwen bit her lip with sweat rolling down her face before she answered the question, when she fiddled with the circuits. There was a slight pause before she answered his question. "Yeah….I'm trying to figure out a way to track the energy signatures so we can find the right exit portal."

The web slinger nodded, he did understand a lot of it or at least he understood most of it. He understood enough of it for to help Gwen when he could. The two of them poured over the readings that they had. The suit reflected the battles that it had been through and there were many battles throughout all of the time that they were there. The web slinging sensation tapped his foot on the floor, listening up.

His spider sense went off suddenly and he turned around.

"What now?"

Gwen looked up, her eyes wide as saucers when she saw the figure, this mysterious Spot pop through the portal to face them. Spider-Man turned to his partner, shaking his head before he peered over his shoulder and held his hands to his side before he walked off.

"I'll take care of this."

The web slinger propelled himself at the Spot, hoping to trick him into revealing the secret to allow him out. The web slinger dodged his attack and he smashed down to the ground with a thud. Another attempt to grab the Spot but a portal opened itself and the web head dove on through the portal before he came back around and moved on to face the Spot, the two of them faced off agains each other.

"Sorry to be a bother, but I don't like to leave these loose ends tied up," Spot responded when he aimed a shot towards Spider-Man but the web slinger avoided his attack, ducking and rolling, before he sent a line of webbing at his legs, wrapping around him and tripping him up. At least that was what he tried to do but the Spot jerked himself out of the way and jumped into the air, landing on the ground.

Spider-Man took a deep breath when he engaged his enemy in battle, with his punches passing through portals. He was going around in circles, fighting losing battles before the web slinger tried to get his way out. The web slinger shook his head before he bounced back off of the side of the walls before he jumped into the air and tried for another strike, intent to take Spot down to the ground.

Another portal opened and it knocked the web slinger for a loop. A second portal opened when the web slinger spiraled his way out and landed on the ground with a thud, before the Spot grabbed him around the head, before slamming him down onto the ground. The web slinger rolled over grimacing.

' _I….I'm fighting a losing battle.'_

He tried not to let that hopeless notion go through his mind but it was very easy to pass through the back of his head. The web slinger bounced back, ducking his head and doing a forward roll before he landed on his feet.

"You can't defeat me with all of this power," Spider-Man answered when he looked at the Spot, the web slinger moving around him. "With all that power….you could be something, you could help people in the world."

Spot understood this but he refused to acknowledge this when he aimed a punch to the ribs of the web slinger. Spider-Man dodged the attack, for all of his powers, there was one thing that was for certain. He did not have the refinement and the practice that Spider-Man did and he bounced back off of the ground.

Gwen bit her lip furiously, she continued to work on the device on her body armor and she flicked over, before she thought she got something. She got a spark of something, when the Spot used the portals, diving and dodging, trying to wear out Spider-Man.

' _Hang on Peter,'_ Gwen though to herself, she kept her hands steady when she continued to work on everything. The web slinger bounced back and off of the side, and continued to fight the Spot, with the two diving out of portal after portal.

"You know what the portals do but you don't have my control to keep them open."

The web head turned around, a smile crossing his face underneath his mask.

"You might say that I don't have the control but I don't think you do either."

Gwen was almost there, she thought that she got it. She blasted towards one of the portal holes to hold it open.

"Spidey, now I don't know how long I can hold this!" Gwen yelled when she grabbed Spider-Man's hand, and the two threw themselves through the portal, with the Spot following behind them.

* * *

The two of them flew out of the portal both arachnids spiraled head over heels and landed onto the ground with a thud. The two tried to push themselves to the ground and they understood what was going on around them. Somehow, some way, they made it back to Earth and was now ready for the battle with the Spot. Iron Spider and Spider-Man got up to their feet, they were shaken and rattled but they were not out. They were not out of the battle with a slightest and the fight was not going to be over yet.

Spider-Man and Iron Spider got up to their feet, with their knees shaking and they heard a loud crack. This crack resounded through their ears and they shook their heads, taking a long pause before they saw their enemy fly out of the portal. The two of them held hands with each other, and they came face to face with the Spot. The Spot looked more determined than ever and despite his rather cheesy name, he was ready.

' _Let's do this.'_

This was the statement that resounded out of the back of Peter Parker's head when he twisted his attention off to the side. The web slinger rolled his shoulders a little bit and turned to face the Spot. The Spectacular Spider-Man latched his webbing on the side of a fan and he swung forward, to engage the Spot. He would have to focus more on the portal and allow his spider sense to be his guide when he went forward.

The Spot remained steady, waiting for Spider-Man to go through and he saw a blast from the other side. He opened up a portal to allow her past of light to go harmlessly through. While the web slinger shook his head and rolled forward, before swinging around and knocking his enemy with a double foot kick to the face. His feet bounced off the back of the head of the Spot and sent him flying down with a thud.

The Spot landed back and went through a portal on the floor. He sucked through the portal before he bounced back off the ceiling and landed on the back of the head of the web slinger. This attack Spider-Man knocked off to the side, going head over heels before he bounced off the ground. The wall crawler rolled and ducked the attack, before he maintained eye contact with his partner before he nodded to her.

Gwen fired the attack, sending an electrified net to the Spot which stuck through his body. He tried to open the same portal but the material held him in place. He could not move, and tried to get out of it. The more he struggled, the tighter the webbing wrapped around him, when the Spot turned his head around and tried to push his way out of the attack. The material hugged tightly around him.

"It's over."

Spot closed his eyes.

' _Then again, maybe I was a bit premature.'_

Spider-Man watched a vortex open underneath the feet of his enemy and this caused the webbing to break free. Iron Spider tried to blast him once again, but two miniature black holes appeared and threatened to pull her arms off from the hyper gravity. Thankfully, they became just portals instead of black holes, otherwise that would have been bad and Gwen pulled her hand out, pushing his way in.

Spider-Man's feet were swept out from underneath him, and Spot launched Spider-Man through one portal, before he pulled out a knife., and opened up the portal on the other side. The web slinger flew from the portal.

"Hey, don't play with knives!" Spider-Man yelled when he dodged the attack and was nearly stabbed to death. The Iron Spider blasted the knife out of her enemy's hand, blowing it to smithereens.

Spider-Man tried to web the Spot up but once again the Spot avoided his attack, before he dove from the hole. The web slinger turned his head a little bit and his spider sense triggered. There was an attack that came nearly out of nowhere but he blocked it. The web slinger ducked, dodged, and rolled each attack, the portals opening for a flying fury of fists and feet, and the web slinger was driven out of breath.

"Are you….you can't beat me."

Spider-Man dodged the attack, turning around, he hoped to get inside the head of his enemy. Gwen ran interference on the other end but this was only a temporary distraction. If he learned one thing as a super hero that many battles were won in the theater of the mind than anything else. The web slinger bounced back and forth, trying to ground him. His eyes flickered a little bit, before he noticed a dial on his suit.

"Come on, Spot, you can't beat me," Spider-Man stated when he threw his head back and thought about it. "Then again, that ridiculous suit must be reflective of your ridiculous fighting abilities. I mean, if the suit makes the man than what does that thing make you."

"It's very practical!" the Spot fired back angrily, when he opened the portals and tried to suck the web slinger through. The web head twisted his attack and the Spot pulsed with power, before he tried to open another portal.

' _Gotten to.'_

"Practically stupid maybe?"

Spider-Man bounced off the wall as his portals were less refined and the web slinger tried to trip him up. He ducked and rolled, before he pushed himself to the limit. He turned his head, once again he dodged. Then he pivoted, turned, and the Spot's hands blasted through the portal, in an attempt to take him down to the ground. His attacks became more and more sloppy with each passing moment.

"I'll show you."

' _Yes, definitely gotten to.'_

The web slinger pushed himself to the greater limits, with him dodging and moving around the attacks, ducking his head and pushing it back up, his heart beating with fluid intensity. He worked up a lot of adrenaline that pushed him to the highest levels. He nearly got impaled through a portal but his Spider sense was his guide. He realized that if the Spot was more dangerous, he could be a rather formidable threat.

Iron Spider sent another line of electric webbing, wrapping around him and caused his knees to buckle a little bit. The Iron Spider and Spider-Man combined their attacks, with the web slinger pushing their attacks, before a loud crack echoed.

The Spot was knocked out. His suit deactivated, at least the part where he could control the portals. He was still stabilized but it would be up to the people at Ravencroft to be able to put him in a cell.

* * *

Rhona slammed her hands down on the desk when she watched the battle through the suit. The Spot had them in the palm of his hand but they got in his head. They shook him off and then the battle ended. She closed her eyes; the only good thing was that the Spot proved to be a worthy distraction. Nuisance as he might be, incompetent that he might be, he did prove to be a great distraction and allowed the distractions of the web slinger to be diverted when she planned everything.

' _That fool thought that he had power, but really there was no power that I didn't allow him to have,'_ Rhona thought to herself when she held the remote control. If the Spot got out of hand, she had a killswitch that would open up a portal and spread all of his molecules throughout countless black holes. _'I'm….yeah I'm going to step back a little bit, that's the ticket, and then I'm going to make them think that I'm done.'_

There was something that told her that Spider-Man was coming dangerously close towards her operations. They only had one encounter previously, the battle at the Baxter Building three years ago where Spider-Man saved the Fantastic Four. Rhona spent many nights going over everything, nit picking every single it. She was not the only one who did the nit picking, her mentor made sure she stuck her nose to the security tapes. Every single night made her desire to prove that she was superior to Spider-Man more. Every single night, she moved closer and closer to the edge.

She determined who was under the mask but it was a minor challenge to deduce the secret identity of Spider-Man. This thinker figured that there would be no glory in defeating the human being that was underneath the mask, he was an insignificant nobody. Granted this insignificant nobody was far smarter than many were but still he was insignificant in all ways that mattered as far as she was concerned. She twisted her expression towards the security tapes once again and looked at everything.

She thought about everything, she was one step closer, with the equipment that her minion grabbed. That was one part of a bigger plan that would unravel over the next month or so, actually it was unraveling for the past year. The young sadistic thinker understood her role in the plan of her mentor. The protégé of Doom flickered her gaze towards the plan, hiding them from any prying eyes. Despite the fact that she considered Harry Osborn to be a naïve fool, he did sometimes ask too many questions.

And those too many questions threatened to boil to a head at the worst possible time. Rhona prepared the master plan, launching it forward and hoping that everything would remain on a certain time table. She would need to get all of her ducks in line before it was too late and hoped that her mentor would be pleased. Failure was not an option and victory was not only the most important thing but it was the only thing. Years of calculated planning would not go down the toilet because of some web slinger in tights and she turned her head a little bit to think about everything that transpired.

The day would be hers. Victory would be at hand.

* * *

Worry was not a word that entered the vocabulary of Gwen Stacy, even in the worst of times. Despite the fact that worry surrounded her entire life, first her mother was stricken with a terminal illness when she was very young. Gwen thought that her mother would get better but a part of her worried that she would not. Then after a number of years, those worries would be justified when her mother passed away.

Then, she worried about her father and his job, Captain George Stacy put his life on the line every day against people who would kill him without a second thought. Respect was not something that was a part of the dangerous game that the Captain of the New York City police department played, and Gwen closed her eyes to think about everything that went on regarding him. She blamed herself for his death as much as she was certain that a part of Peter still blamed himself for his unfortunate role in it. Despite that blame, Gwen had to think about the worry she had and once again her instincts had been right. The worst truly did come to pass.

Then there was the fact that her boyfriend and truly her best friend, Peter, put his life on the line as a web slinging hero. He was bitten by the spider at a science exhibit that she invited him to. It was her idea that he went there and she worried that something was going to happen. The blonde closed her eyes and thought about that, everything that happened. She stood by him as the Iron Spider, and that suit needed repairs once again. She worried that her very best would not be enough, no matter what she did. The blonde girl turned her head, twisting it off to the side, and placed her hands on her hips.

"Something on your mind?"

Gwen nodded at this statement from Peter when he sat down next to her.

There was a lot on her mind.

"Harry's new personal assistant is a homicidal maniac who is bent on murder," Gwen answered when she looked at her boyfriend and he leaned forward, to try and give her reassurance in the form of a light kiss on the lips.

Peter could not worry but at the same time, he did. He thought about all that would happened with Harry and his problems with drug addiction. An injury at the hands of the Vulture where he suffered a broken collarbone led to an addiction of pain killers. It was not as strong as Norman's addiction to power but still Osborns had addictive personalities.

"I don't know what to say."

"What is Rhona's plan?" Gwen asked and Peter shrugged.

That was a good question and he wanted to know.

**To Be Continued in "Exposed."**


	11. Exposed

**Chapter Eleven: Exposed.**

The screams of the adoring fans were furthest from the mind of the young woman who made her way off of the tour bus into the city of New York. The girl had a black t-shirt that wrapped around her body, a pair of blue jeans that stretched around her legs, and a pair of sunglasses that adorned her eyes when she looked around, with the blazing blue eyes. Her blonde hair tied back when she stepped forward, when she thought about everything. The career she was in lead to everything being topsy turvy in its own way.

Alison Blaire was the famous pop star known as Dazzler, well she had a cult following, her legions of devoted fans. She tried to take time out to answer to all of the questions from her fans, even if she got some perverted propositions from some of them. It came with the territory with being famous and she was beloved by her legions of fans. The beautiful blonde and blue eyed pop star turned her head around before a smile crossed her face.

She smiled when she thought about everything, the last few years made her more famous than ever before, even though she denoted her money to charity. There were people more in need than her and Alison understood that without her fans, she would be an even bigger nobody than she was now. She would not be someone, anyone without any of them and the love and support that they gave her.

Well her number one fan was the one that gave her the inspiration, Peter Parker or Spider-Man as he was more commonly known. He was her muse and inspiration in many ways, in fact her hit single, "webbed your way into my heart" inspired her hottest hitting CD since she began her career as a pop star. The beautiful blonde felt that was a great feeling as her heart pumped a little bit when she turned around.

She saw the announcement that Peter was getting married to his long-time girlfriend Gwen Stacy and she could not be happier than ever before. If anyone deserved any kind of happiness it was Peter and Gwen as well. She did not even consider herself to be an expert of the wall crawler but she followed his adventures. Perhaps she could be considered his most famous fan, although there were rumors that others followed his exploits.

Still Alison could not deny that she had a bit of a crush on the web slinger and wished, oh how she wished that it was her on his arm. She smiled and blinked, that was a dream that was not going to come true by any means. The blonde popstar continued to walk when she wondered what she was going to do here. It had been a while since she came back to New York City so there were many things that she could do.

There was never a lack of excitement in the city that never slept.

And there was also never a lack of danger, as she heard the car doors. Car doors opening right next a closed alleyway was something that put anyone on edge and Alison Blaire was no exception to this rule. The woman turned her head around to see a group of familiar looking goons make their way down the alleyway. They advanced on her, walking towards her.

"Our boss wants you to come with us, Miss Blaire," one of the muscled goons stated and she stood her ground.

Alison knew exactly who these gorillas got their marching orders from but she refused to back down no matter what. She had a reputation to maintain but it was more than that. It was all about pride and not getting knocked down. It was about the self-esteem she promoted, and believing in herself when she watched her would be captors come down the alleyway. There was a moment before she spoke.

"I know what your people want with me, and I won't do it," Alison stated when she backed off. She had powers but they were mostly a showy kind of ability. That allowed her to make a spectacle of her concert and nothing more. "I swear, don't take on step closer or I'll…."

One of the muscled up meatheads grabbed Alison around the wrist and twisted her arm, causing a slight pop when she dropped down to a knee. She struggled against his grip and she tried to pull herself out of the attack.

"Hey, you heard the lady, hands off."

It was everyone's favorite friendly neighborhood web slinger Spider-Man on the case and he swung over to knock out his adversaries, toppling them like nine pins when they dropped to the ground. The web slinger dodged the assaults of his enemies, they tried to stab him.

"What is with you people and knives lately?" Spider-Man asked when he dodged every individual attack from the knives, before he ducked his head and rolled on the ground, before he disarmed his enemies with the web yank. A gun was pulled out, but a swipe of claws broke the weapon in half.

X-23 pulled up, she was looking to get a work out and these goons were the perfect people to take off her recent agressions out on. Perhaps she got a little too aggressive because she slammed her enemy against the dumpster and his back cracked against it. He staggered a little bit and legs spasmed from the impact before X-23 drew back and drilled her enemy with an attack. She would have stabbed her claws through him had she not held herself back. It was very attempting, given what she suspected the nature of the kidnapping to be. Her eyes widened and she turned around to slice the weapons of another one of her attacks.

Shadowcat pulled one of the members of this gang underneath the ground and then caused them to knock out.

"There are a lot of these guys, aren't there?" Shadowcat stated when she knocked them back with a kick sending them flying backwards.

"Yeah, but we X-Men lived for this," Colossus stated when he used his strength to propel the goons to the side. He was surprisingly stealthy for someone who was his size and the metallic shields wrapped around him, where he smashed into him. "Nice try comrades but there's no dice and now….now there's a lot, come on, take your best shot."

"Guys, we got to leave one of these people awake so we can get some answers out of them," Spider-Man stated when she slammed one of the enemies down.

Laura's eyes twisted a little bit, before she nailed her enemy with a glancing blow. "One, noted."

Laura smashed her enemies across the back of the head, smacking him around, before kneeing him in the face and sending him flying down to the ground. She tried to keep her attacks solid and fluid.

When the dust cleared, Spider-Man had one of the men hanging upside down from the side of the building.

"I'm getting an arm cramp so you better talk soon," Spider-Man stated when he dangled his person over the side.

"It was Shaw….Shaw sent us, that's all I know," the man stated when he saw that it was a long way down.

"Thanks," Spider-Man answered before he nailed the man and left him dangling for the police which should be arriving. He swung down and looked down at Alison, in spite himself a smile crossing his face. "Are you alright?"

Her heart beat a little bit.

"Yeah."

Despite her best efforts she could not get Spider-Man out of her head and he haunted her dreams in so many ways.

* * *

Alison Blaire was safely back at the Xavier Institute, she could barely hear the words of the X-Men members when they talked about what happened. The fact of the matter was that she did not understand what she was going up against although she had a pretty good idea. One of her less than desirable associates from the past came back to haunt her. It was a moment of weakness, she was younger, far more idealistic and she learned a very valuable lesson.

Some people simply did not take no for an answer.

Shinobi Shaw was a bit older than her, handsome, and he had money, and he seemed to be rather charming. He was the perfect boyfriend, given that her first choice was someone that was out of her reach. Her blue eyes swam with frustration when she turned her head around and heard the X-Men continue to talk. It was not until the leader, Cyclops, made his way to her and tried to talk to her.

"Who was this Shaw going after you?"

Alison took a moment to pause what she was saying, she really hoped that she would not to confront these demons. The blonde pope star decided to collect her thoughts, the eyes of several X-Men were on her, included but not limited to Shadowcat, Cyclops, Phoenix, X-23, Colossus, Iceman, Havok, and Polaris. She drew in her breath and decided that it would be best to be honest. "It was a really stupid decision in the past coming back to haunt me."

"That doesn't really tell us anything," Storm stated as she turned up in the room. "Of course, you don't have to share the information with us if you are unwilling to. It is your choice granted but it would…"

"No, no, I need to share this."

Allison hoped that the X-Men would not think any worse of her when she said the words that she was about to say. She feared that her reputation was going to come unraveled if people knew about this, even if she was connected to a notorious womanizer like Shinobi Shaw. Her eyes closed a little bit when she allowed herself to contain her emotions and then she decided that it would be best for him.

"I went out with this guy."

"That explains a lot," X-23 stated, figuring that it would be something like this.

"Laura."

That statement was given by Kitty and Laura offered a smile towards her, before she motioned for Alison to continue. Alison did in fact continue when she allowed herself a bit of time to collect her thoughts.

"His name was Shinobi Shaw."

"Shaw, he's….he's a bit of a playboy, isn't he?" Phoenix asked.

"It didn't go that far," Alison added, and sure enough it did not but she was sure that the X-Men might be skeptical. If the words got out about her connection to Shaw it was going to be game over for her career. She tried to remain optimistic and hope for the best even though the worst was going to be likely. "I was young and he seemed like the perfect gentleman but he turned into….well he turned into."

"A real bastard."

Laura Kinney, much like her father, was the best in the world in what she did but what she was not all that good at is being tactful. Still as harsh as her statement appeared to be, it was very accurate and Allison nodded.

"You broke it off and he got clingy," Cyclops responded when he looked at her.

"We might have a problem."

Gwen and Peter popped up right now, with them hanging onto a newspaper. Alison felt a feeling of mortal dread swim around her, and sure enough, the headline on the newspaper was the thing that struck her hard. It was like a vicious slap in the face when she turned around and she read everything that flicked through her. Every damning letter of that headline, it was flashing in front of her face.

"ALLISON BLAIRE MUTANT: USES POWERS TO MAKE BETTER MUSIC."

I….I…I never."

"We know you didn't, " Peter answered before he held the note before her and she looked at it, holding it in her hand. The note was short and to the point but she shook her head a little bit to clear the cobwebs.

"You were warned."

Those particular words taunted her in the back of her mind and Allison Blaire felt frustration like she never felt before. The pop start did not know what to do and knew that despite the lack of truth of these claims, they were likely plastered over every newspaper and on every Internet sights. Some of her fans would stick behind her but she wondered if they would be enough. The blonde pop star turned around and Peter placed a hand on her shoulder. Gwen offered her an equally encouraging smile and she was glad that these two were going to look out for her. The rest of the X-Men seemed a bit miffed.

"The good news is that anti-mutant sentiment is not what it used to be," Peter offered.

"Yeah, but the bad news is that it's still there," Laura stated when she clutched her fists and thought about the Purifiers and what they did. They were a nasty group and she hoped to see the back of them eventually. The dark haired mutant shook her head, when she focused on everything and gave herself a little cough when she crossed her arms. She took a moment to adjust herself. "It won't be that bad, at least we won't…but you're career it's over."

Allison felt dismal she knew that despite everything her career was over.

"Shaw's father, he's the head of something called the Hellfire Club," Allison added, hoping that that would put things in perspective and there were a few nervous looks given. Some members of the team heard whispers about the Hellfire Club.

They were supposed to be some kind of secret society that was obsessed with power and maintaining it at all costs. Spider-Man in particular remembered a little bit that he heard about the Hellfire Club.

Allison meanwhile was down in the dumps after what happened, her music was her own, but she did use her powers for her special effects. The blonde pop star took a moment to reflect upon everything, but she hoped that things would get better. Things would have to get better, but it always did seem rather dismal before everything got better. She crossed her arms and her lip quivered in frustration.

The numbers on the back of this note were strange and in fact she realized what were in them, they were in code. Alison understood the code and understood that her ex-boyfriend wanted a meeting with her. He was entirely possessive and did not want to let anything go, that much was for certain. Still if he wanted to meet her, than she would oblige him with a meeting and she turned around, before she relayed this information to the X-Men, Spider-Man, and Gwen.

She made her plans and so did they.

* * *

Not for the first time in a long time was Rhona Burchill finding herself in front of a computer screen to plot a plan she had in mind. The sadistic young woman's face curled into a grimace when she watched everything unfold before her. The woman thought about everything that was at hand and she suspected things would turn out better. Yet, she saw the newest newspaper headline and read it.

Normally she would not care about some little teeny bopper pop star but this scheme had the fingerprints of one particular group all over it. The dirty smudge marks on the paper flickered in her mind and allowed her this moment of clarity. She understood that this particular group's only master was power and she respected that. Her master was driven by the same mold but naturally while the aims of the Hellfire Club were closely intertwined with the master plan of Doom, both sides marched to their own beat. Rhona was in contact with them, it was wise to keep her options open and what better options she could have them dealing with the rich and the famous.

Of course the rich and the famous often turned out to be the young and the useless when their father's had all of the money which their son's inherited, without the savvy that drove them forward in the first place. The woman's eyes flickered when she thought about two particular young men who fit this bill like a glove. They were young men that she had dealings with, in the past.

Harry Osborn was the first of these individuals who personified the young and the useless. Osborn pissed away his teenage years on drugs and now he was trying to salvage that measure. The only way Oscorp had not fallen into the ground was through sheer dumb like, the type of luck that defied all logic. Rhona intended to keep Oscorp from falling through the cracks by any means necessary.

The second of the individuals that personified the archetype of the young and useless was Shinobi Shaw. That particular young man thought because he could flash a pretty smile and glittered before all women while flashing his money, he thought he was something. Rhona had dealings through him but only through clenched teeth. His ignorance was something that was only matched by her intelligence.

"Shinobi, pick up," Rhona stated when she looked at the communication.

Shaw's brat, she wondered why she even bothered with him.

"Ah, Rhona, what can I do for you?"

"Nothing for me, but merely a question to beg my indulgence," Rhona stated when her eyes flashed. "Did you or did you not commence with a smear campaign because some girl cut you off before you could get past first base?"

"She's not just any girl," Shinobi answered, this woman did not get it. Then again, the younger Shaw figured that this woman did not get much, given her attitude but he was not fool enough to say anything along those lines.

"Sure, that's what all of the young and useless say," Rhona responded, not bothering with anything that amounted to tact. "I'm going to be blunt with you Shaw, she's friends with Spider-Man, you don't want to get your father and his crew dragged into that mess."

"The web head's a pushover, who has he beaten?" Shinobi asked cockily.

Again, Rhona ignored that question, she did recall his victory over her once and the dark haired woman brushed her from her eyes. She wanted to strangle this silver spooned brat but she restrained herself from doing so. She could not draw attention to herself even though she figured that Spider-Man already figured out she was here. She calculated that being the highest probable outcome.

Maybe, Shinobi Shaw would come in handy and was useful for something, maybe.

"Shinobi, keep your head in the game and out of the clouds, I believe that you might be able to make yourself famous if you take down Spider-Man and the X-Men, I've put coordinates to a warehouse that they will be showing up at any minute now," Rhona stated when she smirked. "I let dear Alison known about your little gambit, I'm sure you have her full attention and once you go to the warehouse, bring your little Hellfire Club goons with you."

Rhona decided to dangle the carrot in front of Shaw's face.

"Your father would be pleased of what you did."

She waited for it all to sink in; he had taken the bait, look line and sinker, just like she assumed that she would. Her eyes flashed with glee when she continued to speak with her final words, a sinister expression flickering across her lips.

"I'll send you the coordinates."

No sooner than she did, Harry Osborn entered, forcing Rhona to shut off everything that she did. It was time to step forward and take control of the other part of her life, the part of her life where she needed to wear a mask.

* * *

The warehouse the Hellfire Club lured them to was quiet, a little too quiet for the tastes of Spider-Man. The web slinger stood on edge, hoping that he would not be drawn into some kind of trap. He knew it would be suicide to allow Alison to go in her own. While she proved herself to be competent and held her own against the Enchantress, there was a difference between holding someone's own and actually accomplishing anything.

The X-Men was represented by Shadowcat, X-23, Havok, Polaris, Colossus, Phoenix, and Cyclops, a rather tiny group but also one that would have a variety of skills that allow them to fight these goons in the Hellfire Club. The web slinger stood ready for action, his eyes turning around towards him and the web slinger took a moment look around. His team mates were ready for the battle as well.

The only interesting thing was that there was no Iron Spider standing by them because Gwen's suit took enough of a beating to cause her to sit this one out. It was unfortunate but at the same time, she needed repairs. Peter wondered if Gwen should trade in for a new suit but that was beside the point. She wanted to go with the old girl that brought her to the dance, even if the old girl was broken down.

The Hellfire Club turned up, their fists cracked. Well to be fair it was their goons, nameless and faceless, dressed in black leather with white face masks on. Spider-Man turned towards them, he hoped that this would end well or at least better than he thought it was going to be previously.

Alison gritted her teeth, she wanted to prove something as well. She wanted to prove that no matter what, she was not scared. She could be in serious danger but when one thought about it, that danger was something that led to an adversity that allowed them to fight. The young girl showed no fear in her eyes and she looked at the Hellfire Club goons. It was partially because she knew that her saviors lurked in the shadows but it was also partially because there was no fear.

"So, you're here," Allison answered when she looked at them.

"Yes, we are," the goons replied when he looked at them.

"And so are we."

Cyclops led the charge, blasting out of the shadows but he was taken down immediately with an attack, his legs cracked together when he was knocked to the ground. A traquilizer dart nailed him in the back of the neck.

' _The Hellfire Club, they knew,'_ Spider-Man thought.

Polaris manipulated the pieces of metal which wrapped around her adversaries and sent them flying backwards. They cracked against the ground with a solid thud, rolling over and gagging but this was a distraction for another enemy to attack Polaris from behind. She flew to the ground with a solid thud.

"Oh no you don't!" Havok yelled before he held his hands and shot an energy blast from them, but the goons scattered.

Jean closed her eyes, she about had it with them. She drew in her breath and brought up the full force of her Phoenix force powers. The telekinetic attack knocked the Hellfire Club goons back to the ground and smashed them backwards. They flew with a sickening crack, rolling over and they smashed down hard. They rolled over, injured and out of it, with blood spurting out of their ears when they rolled.

"Yeah, you guys, you should have planned this attack out better…give me those!"

Spider-Man used his webbing to disarm the goons of their weapons which left them open for an attack from Shadowcat. She dove through the ground with their heads, putting them through concrete and then bringing them back. She posed with a triumphant smile, before she went intangible and caused two goons to punch themselves silly, knocking the wind out of each other with a loud crack.

"Our team work is still top of the line, isn't it, Spidey?" Shadowcat asked when she bowed.

"Like old times," Spider-Man agreed, when the webbing wrapped around the legs of the goon and trapped him up.

Phoenix closed her eyes and concentrated hard before she sent her enemies flying back with a violent crash. The telekinetic attacks sent them down and Cyclops stepped in with an attack.

"I wonder…"

What Scott wondered was never spoken when a figure dressed in black showed up and began to clap slowly and carefully for the X-Men. It was also a sarcastic clap, with the smug expression on the face of this individual obvious. The smug expression was something that someone would not like better than to slap off of the face of this individual. Yet he stood there and the team wondered what he was going to do.

"You," Alison stated, a surprising amount of hate dripping from her face.

"Alison, Alison, given the special times we shared together, you would think that you would be a bit less crass," he responded before his face contorted into a sinister smile, his black eyes dancing with malicious intentions. "Although, I do wonder what the potential would have been, given that mouth of yours."

"Watch it."

X-23 dove forward before but the young man dodged the attack, going completely intangible and X-23 dove through the attack. He grabbed a double hand full of her midnight black hair and knocked her face first into the ground. He pushed her face into the concrete and rubbed it hard, drawing blood. Laura would not be that hurt because of her healing factor but she was demoralized never the less. She pulled herself up, blood splattering from her lip and mouth before she turned around.

"I've got this little twerp," Phoenix stated and she tried to attack him.

She was propelled back, as were Havok, Cyclops, Polaris, Colossus, and Shadowcat, with this young man staying a few steps ahead of them. There was no mistake about it, he was good and he knew it. The arrogant expression could be backed up by the skills he showed and his face twisted into a knowing smile when he looked at the group.

"Do you really want your friends to get hurt Alison?"

Shinobi Shaw turned and smiled.

"Or do you….do you want them to be disappointed in you like your legions of fans to think that their hero was nothing but a fake?"

"DIE!"

That punctuated sound was because of Dazzler trying to blast her enemy in the face with a prolonged blast of energy but Shinobi went intangible once again. The energy blast blew the windows out but did not harm the young man.

"You don't think you've forgotten about me, your friendly neighborhood Spider-Man."

"Ah yes, Blaire's night in shining armor," Shinobi stated with disdain when he faced the wall crawler, having his full and undivided attention towards him. The two locked eyes for a moment. "Tell me, you wouldn't get any more out of her than I did, would you?"

Spider-Man chose not to acknowledge that comment at the moment, when he swung back and forward to launch himself at the enemy. He twisted his wrist and sent a line of webbing towards his enemy.

"You think that you could defeat me with such a pathetic and simplistic attack?"

Spider-Man's face contorted into a smile underneath his mask, he did not want to overplay his hand yet. He aimed his web shooter and fired off, trying to pass through his enemy. Once again, the line of webbing went through him. Another attack and another line of webbing passed through his enemy. That little snot nosed brat thought that he was going to get out of this one but Spider-Man looked at him.

"A fool repeats his mistakes."

"Funnily, you're the only mistake I see, Shinobi," Spider-Man responded when he looked at the young and brash rich kid who looked back at him and tried to go intangible but the webbing shocked him back into a corporeal state. "Whipped this one up in case I ever fought someone who could go intangible that ever wanted to kill me. Guess, the useless pest isn't so useless after all, isn't it?"

Shinobi screamed and thrashed trying to pull himself out of the attack but he was unable to free himself no matter what. He looked at Alison but Jean had enough of him, so she closed her eyes and put him to sleep with one telekinetic attack.

"That's nice, but he won't be put down that easily for long," Spider-Man offered and the group nodded. His goon squad was a lot harder to keep down than that and Alison looked at everything, feeling glad that her hero came through again for her.

Unfortunately, there was another problem and that was her damaged singing career, she doubted she would be able to do a concert after this. There was something about what happened that caused her a great deal of misery and woe. The blonde closed her eyes when she thought about this, her heart thumping against her chest and she hoped that things would end up for the better, but that rarely happened like she planned.

* * *

"I'm almost too afraid to check in, but you know what, half of the comments I've been getting to my Twitter have been positive, people still believe in me. And the other half of them….well they're not too fond of me being a mutant and believe everything that was said."

Peter gave Allison a reassuring smile. "You know, a fifty percent success rate is something that I would be head over heels for. It's one of those things….well it's just amazing something like that. Fifty of the people still think you're awesome."

"I hope you get the respect you deserve, Pete," Alison stated when she looked at him. "Don't let them get you down….I know, I should be giving this pep talk to me. But after all of the good things Spider-Man's done, you got to realize one thing…."

"Hater's gonna hate."

A weak smile crossed Alison's face when she looked back at Peter. "Yeah, pretty much, I can't let this get to me, no matter how hard it seems to deal with and it is hard, harder than ever before but….that's a part of life."

Gwen popped up after a little bit, when she stepped forward and walked to Alison, before putting a hand on her shoulder.

"You know, we could learn a lot from each other from bouncing back from adversity," Gwen offered when she looked at the other blonde and Alison nodded. "The challenges of a super hero….well I won't say that they're exactly the same that a pop star has but there are some similarities."

"There are?"

There are times where Iceman tended to put his foot in his mouth a bit too often and this was one of those times. X-23 lightly cuffed him across the back of the head and she turned a little bit, acting like nothing happened out of the ordinary.

"I know what you're saying, kind of," Alison offered.

"So are you reconsidering the offer to join the X-Men?"

Ororo asked this question and Alison pondered it a little bit.

When one door shut was it possible that another window opened. It would really be for the best if she turned this negative into a positive.

"Yes, I'm joining."

Shadowcat smiled. "Welcome to the X-Men, Dazzler."

* * *

A group of figures sitting around a table with chess pieces scattered pondered the latest predicament.

"We have a problem," the first voice, a woman said.

"That problem, is Spider-Man," the second voice stated.

"He's much more of a danger to our operations than we thought," the third voice added.

"He compromises our plans," the fourth voice stated.

"He must be annihilated," the fifth voice, another woman stated in a cold and crisp voice.

"He mandates further observation."

The Hellfire Club waited, when the time was right, they would take what was there's. The Blaire girl was not the target, Sebastian Shaw used his sons lust so his men could observe the current guardian of the Phoenix Force up close. Yet, he would be a fool to realize that Spider-Man was not going to be a problem. And he would be a fool not to do anything about it.

**To Be Continued in "A Matter of Trust."**


	12. Matter of Trust

**Chapter 12:** **Matter of Trust.**

' _The whipping of the wind in my face, the sound of the hearts of others pulsing in my ear, the feel of cold hard steel nearly piercing my flesh, got to admit nothing bets being Spider-Man,'_ the web slinger thought when he bounced around the attacks of his enemies before he shook his head. _'Well actually, I'd think that a few things could beat being Spider-Man.'_

Spider-Man dodged the attacks of these goons, before he took one of them down. The goon flew head over heels and landed on the ground with a solid thud. He crashed down to the ground with a hard impact. The web slinger propelled himself over the attacks and did a sliding attack. With that sliding attack, he latched his webbing around the ankles of his adversary, and gave a mighty tug, before he snapped him down to the ground.

Down went the thug, face first onto the ground with an attack that even caused Spider-Man a moment of discomfort. He shook his head before a smile crossed his face underneath his mask and threw his head back with a slight smile.

' _That one's going to leave a mark.'_

To be honest, Spider-Man had no idea what the game of these thugs were.

"Squash the spider."

Well accept for squashing the spider, but then again, every single thug he ever went against said that. He was a very squashable fellow apparently and he jumped around, dodging the attacks, his heart beating against his chest. It was the rush of the moment that made it worth pulling on the tights and going out there day after day. There were few things that could beat this moment, he would have to admit.

The barrage of bullets nearly impacted him but the web slinger dodged them, turning and twisting his head when he could. Nothing could be perfect, that was something that he had to admit. The web slinger dodged the attacks and it was time for his favorite part of his job.

Getting in the heads of these self-important criminals and making them make mistakes.

"I've seen a grandma have better shooting then you….oh come on, that wasn't even close. Are you even trying? Yeah, I know you guys aren't even trying to win when you fire like that, take some pride in your work. Yeah…give me that."

Spider-Man web yanked the guns out of the hands of his enemies, before he slid off to the side and smashed the weapons together. The weapons bent and shattered, with the wall crawler feeling pretty good about his prospects. He dodged the attacks of his enemies, they swung with a good fury now that they were pretty riled up. That actually made this battle somewhat interesting, if not a bit frustrating.

' _Okay, time to kick things up a notch.'_

Spider-Man dodged the attacks, before he spun around and offered a pivot on his feet, before he swept the feet of his enemies out from underneath him. He dropped them to the ground, before turning around.

"And points for the dumbest attack today, goes to, that guy."

The man in question tried to slam a trash can over Spider-Man's head but there were a couple problems with that. Namely one Spider-Man elbowed him and caused him to drop the trash can on his head, pinning his arms to his side and the other being the fact that the webbing wrapped around the trash can caused it to be next to impossible for him to escape. Then again, in a situation like this there was really no easy way out.

Spider-Man ducked and dodged the attack, before he yanked the tazer out of the hand of one of his enemies. That would have been a shocking experience if he would have been stabbed with that thing, and then he webbed the hands of his enemy together, before flipping him down to the ground. The web slinger pushed his adversary down to the ground and stood over, a smile on his face when he looked down at his enemy.

"Okay, do you mind telling me what you boys were up to?"

The huge glob of spit that fired in Spider-Man's face was all of the answer that he needed, some people were rude. The wall crawler pulled himself together, with his intelligence he should be able to figure out what these people were up to. At least that's what he hoped but their motives were a bit hard to put together. He ran into another gang with the similar motif the past couple of nights, and they were stealing high end electronics.

"So who's your benefactor?"

"The Mad Thinker," the man blurted out suddenly.

This was a blatant lie, even though Spider-Man did not know about it. The truth was that this particular gang was working for the Rose and the Rose wanted to keep underneath the radar of Spider-Man for as long as possible. That was why he used the Sinister Six to distract Spider-Man while he could carry out his plans. And then, the Mad Thinker was moving in on their territory more and more.

"The Mad Thinker?" Spider-Man asked with a raised eyebrow.

The Mad Thinker was someone who was on Spider-Man's most wanted list for various reasons. That nut almost blew up the Baxter Building, killing several people inside and the wall crawler thought about her more and more. The web head closed his eyes when he thought about it and the influence that she now had on Harry Osborn. Poor Harry, he had no idea that he was a pawn in the Mad Thinker's schemes.

As much as Peter hated to admit it, Harry did seem to be a pawn fairly often, whether it be the schemes of the Mad Thinker or the schemes of his father. It was not new territory and once again, Peter recalled that his best friend or former best friend rather, did not even return his calls. E-mails were left unanswered as well.

"Yeah, the Mad Thinker," the man responded.

Spider-Man once again did not question this and these attacks would be something that she did. The Mad Thinker was also behind the Silvermane incident and the Spot fiasco as he found out. There was also some evidence that she stirred up Shinobi Shaw enough to get after him, so she had been very busy.

What was her motive, what was her end game?

Spider-Man did not know.

' _Perhaps it's time that I had a chat with my old friend, but as Spider-Man, not as Peter Parker,'_ the wall crawler thought but he paused, hesitant for a moment. _'I'd imagine that's not going to go over real well.'_

* * *

Harry Osborn bent over the papers on his desk, he was extremely deep in thought. His company prepared to go into a new quarter with a bigger profit than ever before. It was all thanks to the help of his new assistant, Rhona Burchill. She was quite the thinker and she managed to get Oscorp out of the grave like Harry could not believe it. That fact alone made him wonder what her secret is but he surely was not complaining about it.

He wondered what his father thought about this but then he shook his head. He needed to move beyond the old bastard, thankfully he was dead, and Harry was much better for him. Norman Osborn would have never had a word of praise for what his son did, no matter how much skill he exhibited. That was for certain and Harry grimaced, when he clutched his fist. That brought him down a dark path.

The dark path he avoided when he turned his head to the side a little bit, he was sober for almost a year and he wanted to keep it that way. He would never be weak again, never be dependent on anyone else. He turned his head when he heard a thump from outside and he stopped. Tension filled his body and he stood, his knees buckling together a little bit. He waited for a little bit to see if the person who was out there presented himself.

After a very long pause, Harry inquired who was there.

"Who's out there?"

There was no answer and Harry reached forward, to call security. After the incident with Hammerhead and his men a couple months back, he upped his security. Whilst he doubted that would deter people for long, Harry wanted to make the effort. The Osborn heir waited for the person outside to present himself and sure enough, he did not have to wait for all that long when the door opened.

"You."

Spider-Man popped up. "Yes me."

Harry's face contorted with anger, he could not believe the nerve of this guy, showing up here, after all that happened. His eyes narrowed when he looked at Spider-Man and his heart thumped against his chest. He decided not to get deterred. "You have some nerve."

"There's a good reason while I'm here, your personal assistant, she's….she's a dangerous psychotic lunatic and using your company resources….for some kind of plan," Spider-Man stated, realizing how stupid this sounded.

Harry snorted at these words. "And I'm going to take the word of the person who wears a mask and swings around on web lines, because….actually I've got nothing, how about you?"

Frustration mounted on the face of Spider-Man, even if it could not be seen beneath his mask. This was not going according to any sort of plan he ever thought of. The web slinger blinked a little bit, with his heart thumping across his chest. The web slinger tried to get his mind back in the game before he responded. "Look…."

"No, just because you think you can go around and do anything that you want, because you wear a mask, there's no consequences to your actions," Harry responded when he looked at Spider-Man. "Your grandstanding nearly got Gwen and Peter killed, and my father….well the old bastard can rot, but I wanted to get some closure. And I'll never have it because of you Spider-Man. I should have you arrested for trespassing."

Spider-Man had no idea that Harry felt this way, although given what he was put through, it was very obvious. The web slinger took a moment to reflect on that, he could almost see where Harry was coming from and he felt very bad because of it, actually to be blunt, he felt like a jerk. That was the most obvious description, he felt like a jerk, he never really knew that was how Harry felt about this.

"I'm…."

Spider-Man did not even formulate a response, there was nothing that he could say that would make things that much better. The web slinger closed his eyes and thought about everything that took place. To be honest and to be really blunt, he made a real mess out of things by not making his secret identity to Harry obvious from the beginning. Now he dug himself into the ultimate grave.

"You don't have anything to say for yourself," Harry responded with a raised eyebrow and Peter did not even open his mouth, rather he stood before Harry like a fish out of water. "Yeah that about figures."

To tell or not to tell that was the question.

Spider-Man shifted his attention towards Harry and thought about the truth but the truth was a horrible thing. And thus one could exercise the utmost caution with the truth, no matter what there was with it.

A knock on the door saved Spider-Man from any need to tell the truth. He turned around and waited to see what was going to happen. The wall crawler was on pins and needles as a man dressed in a suit walked in and handed Harry a package.

Harry took the label of the package and read it.

' _Click, click, boom.'_

It was at that point where the spider sense went wild and then an explosion rang out. Thinking quickly, Spider-Man grabbed Harry to shield him from the major part of the explosion and the two crashed through the floor. The web slinger and the Osborn heir crashed down several floors, with the web slinger using his webbing to lower his former friend down several floors, carefully as he could manage.

The dust cleared and Spider-Man found that Harry was not worse for well. The web slinger on the other hand, well that was another matter entirely. The web slinger shook his head a little bit, trying to push himself back up but he collapsed. A shuddering breath filled his body when he turned around and he coughed, oh boy did he cough, the pain of his lungs made things that much more awful. The fall through the floor wrecked him and knocked a little bit out of him.

"Hang on."

Harry tried to push the debris away from him.

"Why are…."

"You won't be able to face what you did, if I let you die," Harry responded.

Spider-Man deflated at those words, thinking carefully. _'Well that does explain everything.'_

"C'mon, let's find a way out of here.'

* * *

Rhona Burchill sat in her office, planning the third phase of her plan, or was it the fourth, yes it was the fourth. Given all of the masterful schemes that went through her mind, she lost track a little bit. The dark haired young woman turned her head around a little bit, with her hear beating slightly. She had everything set up and ready to go, all she needed was the right trigger to be delivered. It was like dominoes being placed into a row almost.

One swift kick would cause the effect that knocked everything over and her face contorted into a smile when she thought of everything that would be toppled. The dark haired woman closed her eyes and carefully calculated every single angle from where she stood. Yes, this would work out wonderfully, in fact, things would not be wonderful, they would be excellent. She hummed and drummed her fingers.

A blipping sound appeared on her screen and there it was, the explosion. Said explosion rattled everyone around her and she knew it happened in Harry Osborn's office. Rhona thought that could compromise everything, if the pawn died before she could launch him on the chess board. Much to her surprise and also enjoyment, Spider-Man was there. For a brief moment, she thought that the web slinger bit the dust as well.

A quick verification proved that wrong but that was more than fair. Rhona wanted to be the one to kill Spider-Man and kill him she would.

"We're not going to allow him to go down now, not yet, there is much more that we can do before the end."

The voice over Rhona's communication link gave her the order and clarity that she needed. The dark hair flipped over her face when she waited for more orders, more instructions. Whilst she was more than capable of figuring out these things on her own, she understood that it would be unwise to figure out what Doom was all about. Her smile continued to widen when she drummed her fingers across the table.

"Do not stall now."

"I understand."

She understood boy did she ever understand, the seconds ticked by when she watched Harry Osborn help Spider-Man out of the debris. She knew that Osborn held a small amount of dislike to Spider-Man but it was not enough to let him die. Rhona was glad of that, that pleasure should be reserved for one person and one person alone. Her dark eyes flickered with the malice that one would expect.

Rhona drummed her fingers once again.

Time would deliver them all in the end.

The master plan was going to come to pass, and she felt excitement swell within her, the dark haired girl shifted her weight and waited, when she saw the images. To think, that if she was down there, she could do whatever she'd like to on Spider-Man. Hell, if she wanted to, she could rip the mask off and expose who he is to the world, the fraud that he was. He was no hero, there was a man behind the mask.

Rhona's head shook, that would be the easy way out and easy was not something that she did, no it was not. The dark haired girl swayed her hips forward a little bit and clenched her teeth before she considered everything. There was only one statement that flickered through her mind and it was one that repeated itself like a twisted sympathy of terror. She recalled and allowed herself to reminded of that fact.

The game was afoot.

* * *

"I'm telling you, there's someone who's down here," Spider-Man remarked with a protesting tone across his face and Harry raised an eyebrow towards him.

"Yes…I know….but….the question is, what do you know?" he asked, there was suspicions that went through his eyes.

Spider-Man wondered where did he exactly go wrong with his friend .there was actually a few thoughts about what happened and he pondered. He was not about to let his friend down, not when he needed him.

"I don't know….you can't….you can't be serious in trying to tell me what I think you're trying to tell me," Peter remarked to him.

"Why not?" Harry recalled.

Trust was something that easily built but also it appeared to be easily broken, at least that was the case with Harry Osborn. The web slinger tried to wonder where he went wrong but it was obvious.

As long as the mask was on, people would always wonder. At least that's what Captain Stacy told him once before.

Captain George Stacy….that was another person who died thanks to Spider-Man's grandstanding. It was a heavy heart to hold, it was Uncle Ben that was first, then Captain Stacy. In some twisted way, Norman Osborn was brought down partially from Spider-Man.

"There are projects that are down here that they could be after," Harry recalled deftly. He knew that his father was still working on a lot of projects when he was alive and Harry was having a hell of a time trying to figure out how they worked.

It was one step of a time and he tried to recall it.

Spider-Man tensed up.

' _Harry's….he's not going to tell the web head but he might tell….what the hell am I thinking?'_ Spider-Man thought to himself as he shook his head. _'There's no way I can risk showing myself….even though it might repair my friendship."_

The perils of being a super hero was beginning to be shown in the mind of Spider-Man but there was no time to wallow in his own self pity.

"The Osborn stash has to be done here," one of the thugs commented in a gruff tone of voice.

' _Stash…oh boy…can't be good,'_ Spider-Man thought to himself as he stood at the edge of his toes and stood rigid. _'Okay….got to figure….got to figure out what's been happening.'_

The web slinger took a few seconds to ponder his predicament and realized that he might be in for a barrel or two. This was not going exactly how he planned and the web slinger put his hands together and took a pondering expression as he stood on his feet. The web head turned his head around and surveyed the situation.

"Just keep walking and shut the fuck up, we've got to be getting close."

The web slinger pulled the flashlight out of the hands of one of the intruders.

"You boys are a long way from home, aren't you?"

"It's the Spider-Freak…CRUSH HIM!"

' _And right on cue,'_ the web head commented as he dodged the swinging pipe as it bounced off of the wall.

The web slinger ducked and dodged the attacks. He felt his head nearly caved in from the attacks but he managed to bounce back, somehow from them.

' _Okay, this did not go as well as I planned,'_ Peter thought to himself.

The goons were packing some heavy armory and that spelled more than an ample amount of trouble for the web slinger. He bounced back and forth against the walls, dodging their attacks with the precision that one expected from the hero.

The web slinger strung together a few attacks, bouncing off of the walls like a particularly demented ping pong ball. There was no question about it, they were tough to be taken down.

There was a thunderous explosion from one of the guns that thankfully was warned by his spider sense.

He ducked and rolled, with the web slinger getting out of the way.

"And you're getting your toys taken away," Spider-Man told them as he latched onto it the device and grabbed onto it.

One swift web yank brought the gun out of the man's hand and the web slinger crashed his knee into the side of the face of his enemy.

"Get him…."

Spider-Man smacked their heads together and stopped another thug from trying to break the door of the vault open.

"I don't think so," Spider-Man thought as he grabbed the man's hands and roughly pulled them apart, knocking his foot in the back of their head.

Harry watched the fight, he was impressed, only a slight bit, with what Spider-Man was doing. It was a grudging respect.

The alarms were sounding, which meant that security would be coming, providing they did not get destroyed. These looked like enemies that would play for keeps.

"You're going to pay for this!" one of the goons yelled at the top of his lungs.

"Sorry, strapped for cash, could you bill me later?" Spider-Man asked in a half taunting tone of voice.

The goon did not know the meaning of humor, given that his next method of attack was trying to cave in Spider-Man's head with a really big wrench. The web slinger dodged his attack and bounced off the wall.

The wrench knocked him in the face and there was a huge crash as the web slinger bounced off.

A line of webbing shot off and grabbed the wrench from his hand. The wrench popped in the hand of Spider-Man and he kicked it back off.

"And you're done and out!" Spider-Man yelled.

He wondered if this goons had lost their minds, although he figured that would be the case. The web head looked down at him.

' _Well that was easy,'_ Spider-Man thought to himself.

"He's down there, all of them, including Spider-Man!" Harry yelled to him.

' _Well that's a fine thanks for saving…whatever you have down here,'_ Spider-Man thought but there was a part of him that felt the sting of what happened.

The web slinger decided now would be the time to depart, run off into the night.

' _The PR department's already got my hide,'_ Spider-Man thought as he swung off.

This was not over but he figured that he had to get clear out of there and soon.

* * *

"So, Harry's got his issues as always," Gwen remarked as she sat down on the couch at home.

This was one of the times where Peter came home in one piece, well for the most part. So Gwen considered that a great triumph. The smile crossed her face as she ran her hands down his shoulders.

"Yes, I don't know….well I actually know what his problem might be," Peter remarked with a long sigh.

The web head could fight any kind of insane super criminals in the world, all of them plotting him demise in any number of increasingly depressing ways, and convoluted as well. Yet he could not deal with what his best friend was like and his issues.

Gwen raised an eyebrow and she placed her gaze on Peter. "So there's a problem with his assistant…you know Rhona."

"Yes, I know all about her," Peter remarked with a grimace.

The problem was that he was pretty sure that the Mad Thinker was behind a lot of the problems that happened. The web slinger just found that he was going to have a hell of a time proving everything. His head rang with all of the thoughts about her.

She was a genius and also insane. Rhona Burchill was the type of person that he or Gwen could have been had they went a bit differently in life. One time Gwen referred to the Mad Thinker as her dark twin.

"She's got to be funded by someone," Gwen told Peter and the web slinger nodded.

"We're on the same wavelength," Peter said to Gwen with a smile. "Then again…."

"We normally are," Gwen told him as she grabbed his hand and tightly squeezed it.

The blonde was feeling the same things that Peter did regarding Harry. There was a sense that there was a lot that was lost between the two of them. The web slinger once again hoped that he could mend the fences.

"I don't suppose that this could be as easy as picking up the phone and calling him?" Peter inquired and Gwen gave him a puzzled glance. The web slinger decided that he better elaborate. "I mean, maybe he thought that it was a bit too confrontational if we went to him in person…."

Gwen cut him off, shaking her head.

"I'm not sure that would work, Peter," Gwen told him.

She wished that she could say that something like this would work, but the blonde knew better, boy did she ever know better.

"Well then I'm lost as the next person," Peter offered to her and Gwen nodded.

"Yeah, there's not much I can do about it," Gwen told him and his face fell. Gwen could fell his frustration coming a mile away. "And this shouldn't open the door to another patented Peter Parker pity party."

Peter shrugged, he could not help himself sometimes but he could not help feeling a guilt complex a mile long. It all started with the death of his Uncle Ben, something that brought him to be Spider-Man.

It kept driving him to this point, to be the very best that he could be, although there was other tragedies that brought him to that point.

"It's worth a shot," Gwen offered to him with a shrug of her shoulder. She said this in an attempt to boost Peter's morale which she figured was in the sewers.

Peter was stricken by an unmistakable burst of confidence, there was a sense that he had nothing left to loose and after what happened, he thought that he could have a lot to lose. The web slinger made his way to the phone and grabbed it dialing up the number.

There was a moment of hope that resounded through his heart and his head.

Then his spirits dashed immediately when there was no one who picked up. He let the phone ring twenty times.

"Hey, Harry, I heard about the break in, it's Pete, so if you want to give me a call, tell me everything's okay, that will be great," Peter remarked to him, his arms folded over his chest.

Frustration, that was something that resounded in the head of Peter Parker. No matter what he did, Harry was out of his reach. He did not want to seem desperate or needy but he was worried for his best friend and what he could do.

His rock, his anchor, his Gwen, sat on the couch, the similar frustrations filtering through her eyes. She tried to keep bold and brave but something akin to frustration resounded through her.

"Don't worry, Pete, things are going to get better."

Peter raised an eyebrow towards her. "Yes, I know but I wonder who you're going to convince."

Peter and Gwen locked hands together, it was a metric to give them strength and endurance beyond all measure.

They thought that the worst had happened when Harry got out of drug rehab but that was merely only the beginning of their problems. Problems that just seemed to escalate even more. Exactly where they would go from here, Peter Parker had no idea whatsoever and that was a thought that terrified him just a little bit.

' _I guess what will come, will come,'_ Peter thought to himself.

That was the mantra of survival that Peter had through his mind all this time and one that allowed him to weather some amazing storms. His arms crossed together as he thought about everything.

' _Damn, this won't be easy,'_ Peter thought through some thinly veiled despair crossing his face.

Then again, what in the life of the web slinger could ever be considered easy. That was the question of questions. One that he never answered no matter how hard he thought about it, no matter how much he tried to rack his brain for these thoughts.

It was one of those mysteries in life that he had to bang his head over the wall about until he was blue in the face.

The web slinger would figure it out.

* * *

Despite the fact that he was as confused as everyone else, Harry Osborn wanted to find out what was behind the mysterious door at the Obscorp facility.

There was a term that stated that curiosity killed the cat, but Harry was making his way down the spiraling set of stairs. He made his way further down them and made his way to the door.

The door was locked, he was completely trapped, confused, just like his father made it like.

Or was he.

No one compared Harry Osborn to a Rhodes Scholar, even before the drug addiction that melted away parts of his brain. He was on the pedestal between sanity and insanity every single day of his life, for the rest of it. One little nudge and he would fall off into the edge, into the abyss.

Mentally, Harry Osborn was cracked, physically, he was not much better. It was a combination of two extremes, both good and bad, he was trying to hang on, trying not to become the madness that consumed his father. He feared looking into the mirror and seeing a demented reflection staring out on the other side at him, one that resembled Norman Osborn.

One hand placed on the door, it was do or die.

' _It's not going to open,'_ the young Osborn thought to himself, frustration mounting within his eyes.

If it did not open, then he was stuck. There was a sense where there was a whisper of a demon to the past, a demon in his mind and it lingered on the other side of this door.

Tap, tap, tap.

Harry could have sworn that he heard a response from the other side but he pressed on and forward.

It was almost like one taunting phrase and that phrase was that "I heard you knocking but you can't come in."

Some demonic entity took pity on Harry Osborn and allowed him to step inside, to try and get through the door.

Was it the type of person that would allow him entry?

The entry was allowed, the doors slid open, and Harry slid in after it, despite a moment of clear and present indecision that danced through his eyes.

' _I'm walking into a trap,'_ Harry thought to himself.

The doors slammed behind him and chills went down his spine. Harry turned around and started to hammer on the doors but he achieved nothing but a stabbing pain within the sides of his hands, no matter how hard he pounded.

"LET ME OUT OF HERE!" Harry yelled in frustration but there was nothing but a sinister laughter.

"Embrace your true nature."

Harry wondered if the voice was there in the room or it was a manifestation of some delusion that he was feeling. Never the less, everything caused his hairs to stand up on the back of his neck.

' _I can sense your fear, but do not be alarmed.'_

Harry placed a hand on his head and smiled before he shook his head. Delusion, it had to be one. It had to be a delusion, no question about it. His hand placed on the back of his head as he tilted back his head.

He stepped into the room further, his knees bent and waiting for the other shoe to break.

Then it was the valves that busted open and it released a green grass into the room. Harry Osborn staggered around, looking punch drunk and scratching air.

He felt a pounding motion in his head and wondered if he was being lured down her to be poisoned.

He thought that this might be some subconscious attempt to kill himself and he reached around the back of his head. He rocked his head and tried to scratch his eyes but he felt the pain stab through him even greater.

He dropped to his knees and he inhaled the gas, his mind became clearer.

The next step to his new rule of domination was staring out in front of his face. All he had to do was grasp something and it would be his. The next step, he would have it in his hand and firmly grasp what was in front of him.

He saw the Goblin mask fall into his hands, the glider, the pumpkin bombs, and he also so a picture of Spider-Man, crumbled and hung from the wall.

Everything became clearer to Harry Osborn, his birthright was at hand. All he had to do was seize it.

He would seize it, the time was his, the time was now.

The Green Goblin would live again.

**To Be Continued.**


	13. Scion of the Goblin Part One

**Chapter 13: Scion of the Goblin Part One.**

There was nothing that beat what he felt, the rush of the air in his face, the sounds below on the street, there was absolutely nothing that beat being the web slinging hero known as Spider-Man. The web head propelled himself all over the city streets of New York.

There was a loud explosion below him and that caused his eyes to arch down, his heart thumping against his chest.

' _Well it wouldn't be a night for me if I didn't run into one spot of trouble,'_ the web head thought as he propelled himself down to face his latest enemy.

The web slinger felt that there was something different about tonight, at least that's what he assumed. There was a sense that he was stumbling into something more frustrating than ever before.

It was that buzzing, that spider sense, that resounded all through the back of his head. That buzzing that the web slinger tried to block from his mind as he landed on the ground.

So far, it was as he expected, a group of greased up thugs were about to rip off some cars that were parked in a parking lot.

The web head smiled, this was going to be easy. He locked his web shooters and then shot forward.

"And I've got another one, and it's a live one here!" Spider-Man commented.

The hoods turned around and their eyes flashed with anger. "It's Spider-Man!"

"Really, where?" Spider-Man asked as he paused and froze. "Oh wait, that's me….well that's my mistake."

The web slinger dodged their attacks as they charged in towards him. He dropped down underneath their attacks as they tried to bash his head in.

The web slinger propelled himself up and over the head. His webbing shot out, wrapping around the legs. He used the line to snap himself into the air and ram his enemy with a knee to the side of the head.

"Tag you're it!" the web slinger remarked as he sprung himself around them.

The thugs were tough and big, but they were none too bright, not in the slightest. The web slinger kept his attacks up, crouching down at their attempts to take him down.

"And another!" Spider-Man shouted as he blocked the cinderblock with his webbing, latched onto it, and propelled it back at his enemy.

' _Going to have to do better than that,'_ the web slinger fired back with a smug smile on his face.

Spider-Man enjoyed pounding a few thugs but there was something about them. He saw one of them crouched down, with a radio.

"Yeah, he fell into your trap just like you planned," the thug commented in a fierce tone of voice.

Spider-Man grabbed him and pulled him up. There was one obvious question that was on his mind. "Who's trap, who are you talking to?"

The thug fired back with a grin that spread over his face. "Well….wouldn't you like to know?"

Spider-Man was incensed and he nodded. "Yes, I would like to know, I would like to know a lot."

"Well you…..well you're just going to have to wait and find out, won't you?" the thug asked Spider-Man in a taunting voice but he got his head slammed into the back of the wall and a knee drilled into his head.

"That was a wrong answer," Spider-Man thought.

There was a cackle and the hairs on the back of Spider-Man's neck stood up. The web slinger felt a buzzing that was going on in the back of his head as he tried to place his hand up.

"You thought you got rid of me, didn't you Spider-Man?"

' _No, it can't be,'_ Spider-Man thought as his spider sense went off.

A huge pumpkin bomb hurled from the sky, rotating in the air. The web slinger ducked his head and rolled out of the way, with the bomb exploding on the ground with a huge kaboom.

Spider-Man looked up, numb shock did not even begin to describe what resounded through his head. Yet he was there. In all of his green, glider wearing glory. The web slinger widened his eyes, he could not believe it, mostly because he did not want to believe it.

The final battle between the Green Goblin and Spider-Man lead to a grisly demise for Norman Osborn. And Gwen's near death but thankfully that was averted.

"Shocked to see me, aren't you web head?" the Green Goblin yelled as he hurled the pumpkin bomb at Spider-Man.

Everything looked the same but yet in some ways, it was not the same, that was what vexed Spider-Man to no end. The web slinger kept his head perked up and his eyes on his enemy. His web shooters were locked and loaded, ready to be aimed.

"Okay, I don't know what you're trying to pull…."

"Revenge, merely revenge!" the Green Goblin yelled as he sent the sonic toads at him.

' _Okay, this might not be Norman back from the dead, he just lacks the same punch but still if he's using the equipment, he could be really dangerous, so on your toes, web head,'_ Spider-Man thought to himself, frustrating brimming through his eyes.

"Okay, not Goblin, I don't know who you're fooling, but it's time to lose the mask!" Spider-Man yelled as he rushed forward.

A series of pumpkin bombs shot from the glider but Spider-Man dodged them, landing on the ground. The web slinger dodged them as the thugs were trying to take him out. He dropped on the ground, knocked completely breathless.

' _Okay, now that didn't work as planned,'_ Spider-Man thought.

"I'll make you pay for what you did to me!" the Green Goblin yelled in a boisterous tone of voice.

"Alright, that's it, I'm done playing around," Spider-Man said as he shot the goblin glider with a line of webbing but that was not such a good idea.

Especially considering that the web slinger got took on a journey halfway across town. The web line snapped and swayed in the air as he rocked back and forth.

' _Yeah, maybe that wasn't such a good idea,'_ the web head thought in a grumbling tone as he flew to the ground and landed with a crunch.

Actually, he should mentally cross out the maybe in his mind, that wasn't such a good idea. Not at all, full stop, one hundred percent.

The Goblin flew away but somehow, Spider-Man knew that the battle was far from over. In fact it was just one round of a greater confrontation. His pride had been damaged, wrecked, destroyed, you name it, and it had been done to him.

' _Days like this, it doesn't pay to roll out of bed,'_ the web slinger thought.

* * *

Gwen's head perked up as she saw the door open and then she saw Peter walk with a limp. The blonde's eyes flashed open and there was only one statement that could be said now by picture perfect clarity. The blonde's lips curled in a frustrated state as she looked at Peter.

"What happened?" she demanded and Peter walked with a half of a step, although his knee buckled. Gwen rushed over and placed her hand over Peter's waist to guide him. The Parker boy kept stumbling forward, kept walking.

"I'll tell you what happened," Peter offered with a grimace as he sat down.

Gwen waited as she rolled back the leg of Peter's uniform,checking for swelling but thankfully there was none. She thanked herself for small favors because she was in bad enough of a situation as it was. His knee was battered as is and she watched his leg.

"Hurts doesn't it?" Gwen asked him as she poked it.

"Yeah….but I didn't tell you what happened," Peter remarked to her as Gwen watched him, her full and undivided attention on him. "And I've got to tell you, you wouldn't believe it, even if I told you. Hell, I don't believe it."

Gwen frowned at him. "Pete, I've been around for how long and you think that I couldn't believe something. Surely you know me better."

Peter nodded as he decided to slowly drop the bombshell on Gwen, remembering what happened the last time. He decided to spit it out, feeling that he had little left to lose. "The Green Goblin's back."

Gwen blinked as she kept her eyes on Peter before she said the one sentence that Peter almost dreaded that she was going to say

"I don't believe it," Gwen said to him and Peter shrugged his shoulders.

"You might not believe it but it's true," Peter informed her and Gwen tried to process it in her mind.

Osborn had been dead, Fury had run every single test known to mankind and some that were known on his remains to make sure of that. The remains were burn, the ashes stored on a secret SHIELD base on the moon in seventeen layers of encryption that Gwen could not break even if she wanted to. And it was not for any lack of trying.

There were times where she got bored and did weird things like that. Never the less, the blonde shook herself back to life and looked towards Peter, slowly.

"So who is our imposter goblin?"

Peter shrugged his shoulders. "Search me Gwen, I don't….I wonder if someone did steal something when they were down in that vault at Oscorp."

Gwen raised an eyebrow and thought about it. There was no question about it, she figured that it had to be right, it just had to be.

"So, if we ever get Harry on the phone, we should be able to get this figured out," Gwen told Peter and it was Peter's turn to give her a dubious look. "Yeah, I know but….we've got to try."

Peter smiled, he tried once, he tried again. He was going to try one more time but Gwen beat him to the punch.

"I don't know if he'll talk to me any more than he'll talk to you but it's worth a shot," Gwen told Peter as she dialed up the phone.

The blonde tried to reach Harry and heard nothing but a dull buzz over the phone. No one was picking up and this was extremely concerning to Gwen. The blonde watched the phone in her hand and she turned to Peter, who shrugged.

"I'm at a loss as you are," Peter told her and Gwen fell into his arms, they wrapped snugly around her body.

Gwen sighed, frustration did not even begin to pick up what she was thinking about. Although she figured that there were a few more adjectives that she wanted to use and she was pretty sure that none of them were family friendly at all.

The blonde's gaze became tempered to say the very least and she turned to Peter.

"This is the time where you want to swing in and save the day, but you can't do it, can you?" Gwen asked Peter and Peter walked towards her, his arms extended and wrapped around her.

"Believe me Gwen, I wish that was the case as much as you do," Peter remarked to the blonde as he looked into her eyes.

Peter was thinking that he was missing one piece of the puzzle, one that would solve this crime but he was at a loss to figure it out as much as the next person.

' _Just piece it together, Peter, it's not that hard.'_

The Goblin spoke of revenge, but he knew that there were more than a few people who would revenge over the old web slinger. He had put any number of petty crooks away in his day and it was obvious in his mind what was going on. It was a revenge ploy.

At least he hoped it was but he could not help and shake that something more sinister was afoot.

He hoped that he was exaggeration to bringing up the "S-Bomb."

' _Maybe it's time for Spider-Man to take another visit of Oscorp,'_ Peter thought to himself.

* * *

Harry Osborn shook his head as there was still a foggy sensation that was going through his mind, not to mention a huge buzzing. The more that echoed through his head, the more of it he did not get at all. He pushed himself forward and his knees buckled a slight bit but he held on, standing on his feet.

' _What happened?'_ Harry thought to himself.

He saw a hint of his reflection in the mirror, he was dressed in his father's own costume. That caught him really off guard.

What was he doing wearing the Green Goblin costume?

That was something that Harry Osborn was not liking, not at all. He felt a few bumps and bruises around him.

' _Destiny,'_ whispered a strangled voice in the back of his head.

He heard voices before and that was he was overcoming his personal demons heading off to rehab. The thoughts of what happened shuddered in the back of his mind and his heart clenched for a brief second as he recalled everything with picture perfect clarity.

' _You're not going to falter are you, not now?'_

Harry shook his head savagely. He was not weak, he was not going to break. Everything that he worked through, he was stronger than ever before. His mind flashed from one side to the other. His head thumped harder than ever before.

He looked in the mirror and he saw his face. He thought for sure he was going to see the face of the Green Goblin or rather the face of Norman Osborn staring back at him.

' _Keep it together,'_ Harry thought to himself as he tried not to foam at the mouth but he twisted his head around. His heart thumped hard against his chest.

' _You don't have it together.'_

That tone mocked him, Harry could hear it mocking him and he heard his ability to keep everything together. His eyes were bloodshot and his heart hammered against the back of his chest with a thunderous fury as he tried to keep himself from getting taken down.

He didn't have it together and he saw everything before him, his mind unraveled and the whisper went through his mind.

' _This is….this is your destiny,'_ a whisper breathed in his ear.

Destiny was something that was thrown around a lot but Harry mentally accepted that fact. The Osborn legacy was something that had haunted him throughout his time, more and more now as of late. The man pushed his head back and he kept stepping forward. The young man turned around.

He shook his head.

He would not accept that this is his destiny, not completely. His mind was rattled by these thoughts, more thoughts that ever before. Even if his back was cracking, even if his mind was snapping, he refused to be brought down for any way whatsoever.

' _Got to focus,'_ Harry thought as he saw the tanks before him.

The same tanks that busted open. They were cracked open and the young Osborn heir ran his hand up down it. His eyes glowed as he turned around.

He figured it out, perhaps a bit too late. These tanks were busted open and there was gas that was released from them, the chemical composition was the same as the Goblin formula.

' _Damn, is that…'_

"This just in, the Green Goblin has returned….I repeat the Green Goblin has returned."

Harry's eyes widened, they were completely bloodshot and his mouth hung open as he watched it as he saw the pictures of the goblin on the glider and hurling pumpkin bombs at the people.

' _No it can't be, that's not….that's not me,'_ Harry thought to himself as he shook his head as he felt a thumping resound in the back of his head. _'No, no, no, it can't be me, but it is me, isn't it?'_

There was no answer, which made his frustration even more galling. The young Osborn scion felt extremely faint as he tried to hold his head up. There was a pounding that went through his ears as he tried to hold his head up.

' _Damn it,'_ he thought to himself.

He felt his eyes bulged and he looked at his reflection.

Only there was not his reflection. Harry saw something in that mirror that made him completely sick to his stomach.

It was his father.

He was turning into his father in every single way imaginable. He hated what he saw as he looked back into the mirror. His throat felt dry and faint.

' _Give into the Goblin within son, you know it's your destiny,'_ a strangled distorted voice commented in Harry's head and he tried to hold his head back, his throat growing dry as dray could be. He tried to keep himself from losing all sense of what he was doing.

' _No you can't be….no….can't be real, I refuse to believe that you're real,'_ Harry thought to himself and he broke the mirror.

The mirror shattered to the ground. The pieces of glass flew, one of them cutting his hand. He felt a sting through it but then he felt nothing.

The goblin formula healed his hand.

Each time an injury was healed, Harry felt more and more comfortable with the goblin in.

There was a knock on the door.

"Sir, are you okay I…"

"GO AWAY!" Harry snapped, sounding more like Norman Osborn than Harry Osborn. He was about ready to collapse on the ground. He felt completely flushed and his mouth was dry

"Sir I…."

"Just leave me be, damn it!" Harry managed as he felt the blood drip from his hand. Each and every warm drop of blood on the ground, it burned his skin, seared him to the bone. He was unable to hold his head up. His throat was this close to closing up from what was happening but he managed to push himself on and beyond.

He was going to be left alone for better or for worse. His eyes were bloodshot, his face was battered, his hands were cut and then healed.

' _Time to squash a spider,'_ Osborn hissed in his son's head.

Harry tried to not cave into the voice that was in his head but it became harder with every passing moment. He tried to go to the sink but there was a mirror over it and in that mirror, rested the Green Goblin.

* * *

' _Okay, there's got to be a logical explanation for this one that does not lead to the explanation that you're thinking of, Pete,'_ he thought as he swung forward. Spider-Man was going to make his way to OsCorp and he was going to make his way there soon.

He stuck to the wall and swallowed the lump in his throat.

' _Okay, that's Harry….Harry Osborn,'_ Spider-Man thought to himself. _'He's your friend…..well he was my friend….at least he was my friend….I don't even know anymore. I don't even know what I'm talking about anymore.'_

All he knew was that he was fighting with his back up against the wall. The web slinger clung to the wall of the main facilities. He could sense that there was some heavy, heavy security.

' _Easy does the trick, Peter,'_ the web slinger thought as he scaled his way up the walls. His knees were knocking together and his mind was completely shot. Yet in some ways, he was more liberated than ever before.

He stopped at the window, hearing a familiar voice. It was not the voice that he wanted to hear when he was trying to do this but it made him stop.

"It's ready….yes I understand….he doesn't suspect my hand," Rhona commented and Spider-Man ducked behind the wall.

' _Well the Mad Thinker….she's thinking of something, and it's likely mad,'_ Spider-Man thought to himself, wondering what his next move would be.

"HEY ON THE ROOF GET A LIGHT ON HIM!

' _Well, this sucks,'_ Spider-Man thought.

There were a group of uninformed personnel on the ground and Spider-Man swallowed the lump in his throat. He threw himself down at them and stomped on the back of their heads. He launched himself up into the air and the web slinger dodged the attempts to fire upon him.

"GET SPIDER-MAN, WE HAVE ORDERS TO SHOOT!"

Spider-Man was about to protest this but it was kind of hard to protest when he had bullets flying at the back of his head. The web slinger dropped down and he nearly twisted his knee. Somehow he avoided that and he kept running forward.

"I think I'll take these away until you learn how to play nice," Spider-Man said as he launched lines of webbing at the guards. With a careful yoink, he took them away.

' _Well that's something, why are they using weapons that look like they're coming from Victor Von Doom's private stash?'_ Spider-Man asked but he shook his head. _'Focus Parker, focus, you're not out of the woods yet.'_

The web slinger zipped down and he nailed him in the face with a running knee to the side of the head.

Rhona looked out the window and watched him.

"I want Spider-Man's head, whether or not the rest of his body is attached, I'm not too particularly concerned about that," Rhona stated to them. She had thought about keeping him as a pet but housebreaking him might become particularly bothersome.

The web slinger dodged the attacks. He was good. He used rapid fire fury with his web balls to knock him down. The enemies flew back with a huge bang, bang, crash.

' _Okay, once more, I'm between a rock and a hard place, but that's fine,'_ Spider-Man thought to himself. He saw more heavily armed enemies rush out towards him.

He had been fighting people like this before in the past but they had never come after him with such vicious attacks. These were not your normal garden variety mooks, that much was for sure. The web slinger cracked his enemy over the side of the head and pushed him back down.

"Okay, you can have a time out, and you can as well, and you and you and…."

Spider-Man dodged a shock grenade.

"Okay, that's just rude interrupting me mid monologue," Spider-Man stated as he hurled a crate at his enemy.

The enemy dodged it but that allowed him to be put in position for Spider-Man to web his feet up. He collapsed down onto the ground with a solid crack and the back of his head impacted the ground.

' _Well that was fun,'_ Spider-Man thought to himself. The web slinger held his head up and looked over his shoulder.

Her heard the footsteps of more of them.

' _Oh you've got to be kidding me,'_ Spider-Man thought as he sighed. No matter what, for everyone's favorite neighborhood web slinger, a day's work was never done.

He slid underneath their legs and then wrapped his webbing around them. With a twist, he snapped them up.

' _You've got to run out of rent a goons some time, Rhona,'_ Spider-Man thought as he continued to duck, doge, and roll underneath the various attacks. He lifted his web shooters and started to click them. _'And I'm out of webbing, that's just great.'_

He dodged the laser blasts. Given the fact that these cut through razor wire, he had a feeling that he would not be enjoying them going through his body.

"Going on," Spider-Man stated as he made his way through the window, using the heads of the last two goons as a springboard.

He crashed through the window.

"You know, you're getting a bill for that," Rhona commented as she looked annoyed by the broken glass on the floor.

"Charge it to Tony Stark's bar tab," Spider-Man stated without missing a beat and then he got serious. "As for you…."

The floor beneath Spider-Man become electrified and then several cables shot out from the wall and held him into place. Including one that wrapped around his mouth.

"Yes, I'm sure that I must be interrupting what I'm sure is an extremely witty comment but….just simply not in the mood for it today," Rhona commented as she looked at Spider-Man. "You're not going to stop me. I could kill you right now, that would be the smart thing to do."

She held a blaster in her hand.

"No, no, I want you to beg for your death," Rhona stated. "I want you to admit my superiority to you in every way. I want you to understand how truly and utterly I've dominated you. Then and only then shall I grant you your wish and put you out of your misery."

"Mmm hppp, mmm, phh, mmm," Spider-Man mumbled through the gag.

"Such language, unfitting for one of your stature," Rhona commented as she popped her tongue in mock disapproval.

She saw the goblin take flight again. The games were about to begin and the potential for what was going to happen….well the potential as far as she was concerned was really great. Almost better than sex, really if she had to thing about it.

* * *

"Despite the mass pleas to put Kassady on death row, the serial killer has plead the insanity defense once again. He will be transported back to Ravencroft after his latest set of misadventures."

Gwen placed her hand on the side of her head and reared her head back, offering a long sigh. This was just one of those days. After Peter come back in the state that he was in, well she tried not to get worried that easily. However, worry visited her annoyingly often enough for it to matter. The blonde peered out the window.

Peter swore up and down that he was merely going to OsCorp on a mission to find facts. She would have tagged along had her Iron Spider suit not been on the brink once more. She was actually doing what she could to repair the suit just so it did not get damaged every other mission that she was on.

She did not hear anything further on the news about the Green Goblin other than someone dismissing him as a hoax. Well the hoax seemed really clear, although she hoped that Norman Osborn was not back from beyond the grave. SHIELD had ensured that he would not be coming back but even then, Gwen was not sure. Perhaps it was being part of this life but death was not something that was final.

Unless you were Gwen's father or Peter's uncle but that was bitter pill that she had to swallow. Gwen leaned back and she heard a phone.

"Hello….oh May, how are you doing?" Gwen asked.

"Just wondering if Peter's around," Aunt May stated over the phone and Gwen could tell that she was worrying as only an aunt can. "I know you two came by to visit a few days ago but….they're saying on the news that the Green Goblin is back."

"Well there's someone who is wearing his face and riding his glider," Gwen commented as she tried not to lose herself to paranoid thoughts, as hard as it might be to block them out of her mind.

"Peter's in the middle of it."

"I can't lie to you, so yes he is….but I'm about as confused as he is, because Osborn…."

"Yes, but if someone found his equipment and that formula, they could be a danger to themselves and others," May told Gwen.

Gwen nodded, she knew that the Green Goblin formula stripped away Norman's sanity one moment at a time, every time he indulged in it. It destroyed his mind, his body, and his life. Of course, the fact that Norman Osborn was always a few steps away from going on the crazy train was something that Gwen reminded herself of as well.

She sighed, it was going to be one of those days she had a feeling. The blonde flipped her hair from her face and bit down on her lip, sighing.

' _Okay, just got to deal with what happens as it happens,'_ she thought to herself as her heart was drumming closer.

"Let me know when Peter comes back," May stated.

"Okay, I will, take care," Gwen commented as she held the phone in her hand.

"You too, dear," May commented. "And when's the wedding date?"

"Next summer sometime, we haven't really nailed down a date," Gwen said to May and there was a second where she closed her eyes.

She could have sword that she heard something whistling outside her window.

The blonde said her final goodbye to Aunt May and suddenly the windows blew open. Glass flew everywhere and Gwen threw herself behind the couch. The blonde shielded her head and much to her dismay, her phone had been knocked out of reach and her communicator with the X-Men was upstairs.

With no Iron Spider costume, she felt rather….well not helpless because she handled herself quite well.

She was face to face with the Green Goblin. He was on his glider above her.

"No, it can't be you," Gwen whispered as she was numb struck for a second but then she lashed out, throwing a vase towards the Goblin.

The goblin dodged that and the vase cracked up against the wall, utterly decimated.

"We're going for a little ride," the Goblin stated but he hesitated which allowed Gwen to run to the backdoor as quickly as she could managed herself.

She bolted the door even though she did not do any good.

The Goblin went around the house through the entrance he made and then came back down in front of her. He grabbed Gwen by the arm and pulled her up.

Gwen was held up and the Goblin blasted through the air. She hovered in his arms and for a second she thought he was going to touch down upon the George Washington Bridge.

' _Oh for fuck's sake not again,'_ Gwen thought as she remembered her near fatal encounter with the Green Goblin last time.

"No, I'm not him, I don't know who I am," he murmured and Gwen noticed his tone.

"Harry?"


	14. Scion of the Goblin Part Two

**Chapter 14 "The Scion of the Goblin Part Two."**

Gwen's eyes flashed in horror as she wondered what was going to happen. Actually, she figured out what was going to happen and she was pretty sure that she was not liking what happened. She wondered what the hell happened to Harry.

"It's not….this is not my fault," Harry whispered to Gwen and the blonde's eyes snapped onto his as she looked at him. "It really isn't my fault, you know that Gwen, please, you have to believe me."

"Oh really, this isn't your fault?" Gwen asked him as she kept her eyes burning on him. She was this close to blistering in onto him. The blonde's eyes locked onto him. "Is it not your fault Harry? Who's fault is it? Really who's fault is it Harry?"

"It's not….you can't….don't….."

"Whose fault is it, Harry?" Gwen repeated as she looked at him and she stood, fearless.

Harry did not expect this to happen.

"It was Spider-Man's fault…."

"Really Spider-Man?" Gwen asked as she thought for a wild moment that he was going to attack her but there was a few seconds where the two of them looked at each other. "Because I see things differently."

"What would you see things differently?" Harry demanded as he looked at Gwen.

"What happened to you?" Gwen demanded as she refused to back down. She stared down Harry with a murderous death glare.

"My father…."

"Yes, I understand, he died, I'm sure that a part of you was really broken up about it, but there's another part of you that really doesn't care, let's face it, your father and you, you never had the best relationship to begin with," Gwen commented in a rough tone and she glared at Harry. The two of them locked eye to each with each other. "And you're becoming him…."

Harry snapped and he nearly flew into a rage, although the goblin formula put him on a hair trigger. "DON'T YOU EVER COMPARE ME TO HIM!"

Gwen took a step back and Harry's hand shook. The veins on his hands throbbed as she breathed heavily and he shook his head.

"Right sorry, sorry, sorry," he whispered underneath his breath as he felt a lump in his throat as he tried to keep himself up for a second.

Gwen refused to really back down even though her heart was drumming rather quickly in her chest. There was something about Harry to really reminded her of his father and there was no jest in his voice and in his eyes.

"It all started because of his expectations, I never really was the son he wanted me to me, I was never anything, I was always a disappointment," he ranted as his heart rate quickened. "I always played second fiddle, first to Peter Parker and then to Spider-Man. Both of them, they always took my father's attention away from me."

"Harry…"

"NO GWEN!" he snapped and he started to snarl as he backed her off against the wall. He turned around. "I look in this mirror, tell me, Gwen, what should I see? What do I see? I see something in the mirror, I see the vision, I see his face. There is a nightmare vision that's staring back at me through that mirror. Do you see it, do you see the vision I see?"

"Harry…."

"GWEN, I SAID NO!" he yelled at the top of his lungs and backed her off. "I see him, I see him, he's everywhere, he's in my mind. They said that the bastard's dead but I'm here, he's living through my life, I can see the madness that he saw before he died through my eyes. I was destined to be strung out, messed up, completely and utterly out of my mind."

Gwen placed her hand up to the top of her head. The blonde's eyes burned for a few second as she shook her head. She could see that Harry was really this close to losing it. Actually there was no this close about it, his delusional rantings escalated to an entirely new level and she made her way towards the latch of the door to try and get her way out the door.

His hand blocked her as he looked at her. The blonde and Harry looked at each other.

"He tried to kill you, he hurled you off the bridge to get to him, but you survived, because you're stronger than he was and stronger than I am," Harry managed as he swallowed the lump in his throat. Gwen tried not to trigger him.

"He tried to kill me because…."

"If you say he was very sick, you'd be both right and wrong, but you know what, he was sick, I am sick, Spider-Man's sick, and this entire world's sick," Harry managed as his pupils dilated. He looked completely out of his mind and Gwen took half of a step to the side once again.

She caused a pipe to get knocked over and Harry turned around and his eyes glared upon her. Gwen watched him as fury danced in her eyes. The blonde swallowed for a second.

"You're not as tainted by this life, I ruined my life, but I'm back, in time to take down the person who I blame for this, it's him, but you and Peter, you should have seen the signs," Harry rasped as he grabbed Gwen tightly around the wrist.

She felt his goblin enhanced powers.

' _Peter, where are you?'_ she thought but she knew that something must have happened.

"Don't worry Gwen, I can protect you, even though you or Peter couldn't protect me, but…"

"YOU ARE INSANE!" Gwen snapped finally losing her patience. "Harry, listen to yourself, you're turning into your father…"

"SHUT UP!" Harry yelled as he shoved Gwen roughly against the wall and she slid down the wall. She felt pain as he shook his head. "You made me do it, you made me do it, it wasn't my fault."

Harry had lost his sanity but Gwen did wonder where Peter was. The last she heard, he was going after the Green Goblin which meant that he made a sidetrip to OsCorp.

Worry flooded through Gwen's mind and through her eyes. She really hoped that there was nothing bad that happened to her lover.

* * *

"I'm sure that you want to ask me one simple question that has been on the minds of most when they try and comprehend my genius plan?" Rhona asked with a wide grin over her face.

"Well, I'm sure that your plan might be more insane than genius but hey, I'll bite, and ask you it," Spider-Man commented as he was finally allowed the ability to speak.

"The world judged me and my noble role to bring enlightenment to the unwashed masses to be that of a villain," Rhona concluded. "It is what has happened, it is what has happened, it is what it is but so be it, if that is what those inferior beings have judged me as. I do not mind, I feel nothing for those people. And despite your arrogance and your ignorance, there are those who have branded you as this great hero."

"Well, I don't mean to brag but…."

"The question of which I speak is obvious, the answer should be as such where I do not require any further input and a simpleton such as yourself should be ever to answer that with what would be clarity," Rhona concluded to him.

"You know, I speak English," Spider-Man commented.

"My question is clear and you are an idiot if you are unable to answer it," Rhona stated to him without another few words.

"Ah, I got you and yes, people have called me a hero and others have called you a little….well let's just put it this way, people aren't too confident in your sanity or rather your lack of sanity," Spider-Man commented and there was a pause.

"They do not understand the sophistication of my mission," Rhona offered and there was a pause. "But they will understand it, they will understand everything. They will be enlightened. My plan is quite simple. You are what they have dubbed a hero, even if you prove just how unwashed and unsophisticated the average person is if they should worship someone who prattles on with an infantile wit and thinks himself to be amusing."

Spider-Man felt that he needed a dictionary when dealing with the Mad Thinker half of the time.

"To put things simply and to bring things to the point, I am considered a villain, therefore that is a role that I will play but a villain is only good as the hero that they defeat and I don't think that you're the best hero for me to defeat right away," The Mad Thinker commented.

Spider-Man figured that he should keep her talking because that was his only chance of getting out of here.

"To be the best of my field, I need to ensure that you're the best in my field and therefore, if I just killed you where your stood, trapped, helpless, like the arachnid that you are, helplessly scuttling beneath my foot, my victory will be hallow," Rhona stated as she looked at him. "I do not care who lies behind the mask even though my superior intellect and learned mind has deduced the identity that lurks beneath that tattered and vile piece of fabric which you cover your face with."

Spider-Man tried to pull himself free, he felt a bit of slack in the bindings. If he could somehow find a way to get out of here, he would have been in what he would considered to be pretty good shape.

"Oh you think that you have all of the answers don't you," Spider-Man managed as he felt his shoulder pull out of his socket. He was nearly dislocated but he somehow, someway, managed to get himself free from where he stood.

"There is no thinking about it, there are no assumptions about it, I know, and you will know what it is like to feel the power of…."

Spider-Man broke free. The Mad Thinker might have been intelligence and frightfully insane but a fighter, she was not. The web slinger plowed her face first into the wall.

"You….you think you can get the better of me," the Mad Thinker stated as she pulled out a laser blaster but the web head yanked it from her grip. "Fool, you think….no it will be too late, much too late, I will have my day."

"What are you talking about?" Spider-Man demanded but she shook her head, a wide grin going over her face.

"It is what I told you before, for a hero to exist, there must be a villain but each great hero needs this tragedy that defines them," Rhona commented to him as she looked at him as he held her held into place. "On that bridge, Gwen Stacy should have died, by all conventional wisdom, she should have had her neck snapped by the Green Goblin. You would have been the hero that I would have defeated to begin my ultimate triumph but you had to take that way from me, she had to take that away from me. That arrogant bint thinks that she's something but she's nothing, NOTHING!"

Spider-Man looked at her and there was a second where he paused.

"You are really insane," Spider-Man said as he finally found his ability to speak.

"No, I'm mad Spider-Man, all of the best thinkers are," she commented with a wide ear to ear grin, the perfect slasher smile. "Harry Osborn will realize his true birthright. The scion of the goblin will be revealed and he will annihilate everyone just like that. One snap of a finger, he will have everything, just like that."

It hit Peter right there. The Mad Thinker could wait for later, he had to go save Gwen and Harry as well from being palms in her little game of chess.

"You will fail, it's as it should be!" Rhona yelled, mad beyond all comprehension but Spider-Man was already on a mad hunt for the Green Goblin.

* * *

Harry looked at his hands as he tried to recall everything that he remembered. He stared at his hands and whispered.

"My father, he failed at many things, didn't he Gwen?" Harry asked her. "He failed at raising his son, he failed at being a human being, and he failed to defeat Spider-Man. But there was one other thing that he failed with, didn't he? Remember, that day on the bridge, remember that? Do you remember that?"

Gwen felt his hand next to her and she knew that she had to make her movement. It was now or never and she kicked Harry in the shin.

Harry did not even feel anything and Gwen felt her foot twist as she fell onto the ground.

"You shouldn't have done that," Harry breathed as blood dripped down his lip. "I'm going to apologize for what I'm going to down because I'm not going to be responsible…"

Before Harry could do anything, the figure swung in.

Spider-Man kicked him away from Gwen and caused him to fly backwards into a stack of barrels. The barrels landed with a huge clang and the web slinger turned around, dropping down onto one knee and winced.

' _Yeah that sucked a bit more than I thought it would,'_ he thought to himself. _'This is your best friend….but….'_

His best friend hurled a pumpkin bomb at him and the web slinger dodged the attack. There was a huge explosion that caused the debris to fly.

"You're the one that I wanted anyway!" the scion of the goblin howled as he threw two more pumpkin bombs at the web slinger.

There was another loud bang, bang, and a louder boom. The web slinger pushed himself up and he pushed himself up against the wall.

' _I don't suppose that I could try to reason with him, could I?'_ Spider-Man thought to himself. It was something that was worth a shot although he wondered if he was fighting a losing battle. The web slinger held his head up.

"Harry…."

"NO, DON'T SPEAK TO ME!"

He threw a sonic toad on the ground and Spider-Man dodged. He found him up on the glider and now Spider-Man was grabbed around the back of the head and pulled up.

He was hurled through the factory windows and they exploded in a spray of glass. The web slinger bounced back as he bounced off. The web slinger held up his web shooters and shot the lines of webbing.

The Goblin hurled a pumpkin bomb at him and the web slinger dropped down onto the ground. There was a loud bang that resounded off of the ground. Another loud bang and the web slinger continued to lif his head up as he twisted his gaze around.

' _Well this is going to suck,'_ the web slinger thought as he craned his neck from one side to the next. He threw his hands over the top of his head and he closed his eyes. _'Yes, this is going to really blow.'_

Several more pumpkin bombs hurled through the air at him but Spider-Man picked up his web shooters and shot them.

The glider was latched onto with two lines of webbing. Spider-Man felt the glider strain against him but he dug his heals into the ground and held onto the glider. He was this close to pulling it out from underneath him and the web slinger pulled forward.

The glider flew onto the ground and Harry threw himself off of the glider. He did a forward roll and he landed on his feet. The web slinger put his head up and kept watching for him.

The new goblin went towards him and he threw a razor bat. The bat swirled in the air but the web slinger dodged it.

"You ruined my life, I'm going to end yours!" Harry yelled at the top of his lungs.

"You know….I'm sorry…"

"Well I'm not!" The Goblin fired back as he used a super powerful punch on Spider-Man. His lack of coordination allowed Spider-Man to crouch down, block the arm, and flip the young goblin down. He cracked his elbow down and flipped him onto his back.

The goblin groaned as he was flipped over onto his back. The goblin rolled over as he felt his shoulder be dislocated. No matter how hard he tried, he could not get his shoulder return back to life and he tried to pop his arm back into his socket.

He held the pumpkin bomb in his hand.

Spider-Man flew hard to the ground from another explosion. The web slinger hit the side of the wall and he felt his shoulder pop straight from his socket. He rolled over and used his web lines to shoot around his feet.

"Okay, just take a chill pill," Spider-Man commented but the goblin formula made Harry's eye bulge.

"No, I have to….no I have to, I can't handle it, I have to beat you," Harry managed as he tried to swallow the lump in his throat.

"I know you think that you have to live up to your father's legacy but….you can be better than him," Spider-Man stated.

"You're right, you're right, I can be better than him."

' _You will be nothing,'_ a twisted voice stated in Harry's ear and the web slinger looked at him. He could see the haunted look at Harry's eyes.

The burning embers licked around them. The web head watched him but suddenly, Harry freed himself. A surprisingly burst of strength caused him to fly out and knock the web slinger right in the chest.

Spider-Man flew back and then the new goblin was over him. His mask was half knocked off, revealing the twisted and disturbed looking face of Harry Osborn. His face was half burned and half beaten from the battle.

"GET OUT OF MY LIFE!" Harry yelled as he nailed Spider-Man with a huge punch to the side of the head. He kept drilling the web head in the side of the head again and again. He felt his knuckles smash into his face.

' _Okay, he wants….I've got to fight him, the goblin formula has screwed with his mind,'_ Spider-Man thought to himself.

He cracked Harry's knee out from underneath he. He could not hold back even though each punch had hesitation in them. The web head did not really pull his punches. He reared his hand back and paused for a second and then he nailed him.

"Come on, come on, again," Harry managed as he waved his head and Spider-Man watched him.

Harry nailed him full on with an explosive pumpkin bomb to the face.

Peter dropped down to one knee and he felt the side of his face burn.

Harry grabbed his hand around Peter's mask and tugged on it. The mask ripped off into his hand and the web slinger unmasked.

He looked at him, the face was soaked with blood and partially burned but Harry Osborn saw it before him. His blood soaked and burned face was before him.

"Peter," Harry managed and his mind snapped.

* * *

He should have known it, he should have been able to put the pieces together but he somehow didn't. He could have slapped himself in the back of the head.

Peter's eyes closed, his left eye was swelling shut.

"It was you," Harry managed as he was practically foaming from the mouth. "IT WAS YOU!"

Harry was practically foaming at the mouth as he looked at his once friend. The web slinger locked his gaze onto him.

Blood flowed down his face as he looked at Harry with blazing determination that went through his eyes. He looked at him and staggered forward.

"Why?" Harry managed as he tried to swallow the lump in his throat. He held his hand on the side of his head.

Peter had nothing to say right now, in fact he wondered if his friend was going to strike him. The two of them locked eye to eye with each other. Both of them glared back at each other for a few seconds as neither knew what to say right now.

"You could….it should have been….my best friend," Harry stated as a blast of lightning shot through the sky and there was a crack of thunder. The Osborn heir, the scion of the goblin, looked at him. There was a second where both of them looked at each other.

"Harry, let me help you…"

"A bit too late for that, don't you think, Pete?" Harry demanded, practically spitting at his one time friend. "Our friendship….it will be deader than you."

"Don't do this Harry, this is a road that…."

He hurled the pumpkin bomb at Peter and it caused him to scatter.

"If this is what happens, this is my destiny, I tried to be a good person, I tried to play by the rules!" Harry yelled.

' _I've got to fight him, he's not going to step down,'_ Peter thought to him as he felt his eyes closed and he pushed himself forward. _'Okay let's do this.'_

He blocked another pumpkin bomb and hurled it.

"Harry, your father, he was what he was but you need to understand, there was a reason why that I didn't tell you that I was Spider-Man and I regret what happened but you're not making me regret not telling you with the way you're asking," Peter stated as he stood with his hands on his head.

He pulled his tattered mask back on as did Harry.

"This not between two friends, it's between a hero and a villain, the way it should be," Harry stated as there was a loud thunderclap behind them.

"If you think of yourself in that way, you are someone's pawn, if it isn't your father, it's the Mad Thinker, but bet your own man…."

'This is the day that I have, I've been waiting for, this is the day where I finally grow up," Harry stated.

"You've regressed," Peter told him.

Gwen watched as the battle was happening. The two of them were surrounding by fire and rain, the two of them were about to square off. Two friends were about to go at it and Harry might have been too far gone.

She could see Peter pulling back his punches. He only hit Harry half of strong as he could and his knuckles cracked against his face.

The next thing she saw was Peter hurled back onto the ground. He was down on the ground and the web slinger tried to push himself back to his feet but he could not pump his feet up.

"You could have been honest with me Peter, but….you decided not to, and this is my destiny," Harry breathed as blood trickled from his mouth. "You should have known that the Green Goblin would have won this….today or any day."

The Green Goblin coughed as more blood sprayed from his mouth. There was a few seconds where he paused and then he looked at him.

"Congratulations," Peter stated as he rolled over. He tried to hold his head up but he collapsed down onto the ground.

There was a blade that came from the Glider that the Goblin was now on.

"Say it, Spider-Man, I've beaten you," Harry managed.

"No, I don't think….fine, you won, is that going to give you peace or is that going to lead you on a road to darkness?" Peter managed as he tried to push his hands and grabbed them. His legs tried to pump out of his grip.

"No, we're….no I am, DON'T CONFUSE ME!" Harry yelled as he collapsed on the glider and the blade was retracted.

He was doing the right thing. Spider-Man wasn't a hero, he was to blame for many deaths. Peter's Uncle Ben, Gwen's father, his father, everyone.

Harry was going to be a hero, he had to be a hero.

The Green Goblin could be a hero.

Did he have the guts to do this?

His fingers twitched as he tried to close his fingers and open them up. He couldn't do this, he could not kill his best friend, no matter how much Peter betrayed him.

"Why did you do this to me Peter, why, WHY?"

Peter pulled himself up as Gwen moved over towards him. He put a hand up.

"My father, I'm not my father, I never want to be my father," Harry stated as he threw himself down on the ground and the sirens whirled.

The Green Goblin would not claim another life and Peter feared for a second that next life would be Harry's.

"Take me away, lock me up, please, it's for my own good," Harry stated as his eyes bugged out as the mask flew off. "I might be sick like my father, the world doesn't need another Norman Osborn, but the world almost lost a hero."

Harry was led away as Gwen watched him with a cut on her cheek and a bruise on her back. The blonde grabbed his arm.

"I hope he gets better," Gwen whispered.

Peter only nodded, he shared these sentiments for sure.

* * *

Peter Parker looked at his face, he was bruised beyond all belief, but the physical wounds on the outside, they would heal. He would return, ready to fight the costumed criminal that he was going up against on every single day. He looked at the mirror and his swollen face look back at him.

' _Harry, you look into this mirror, what is the reflection you see?'_ Peter thought to himself but there was no answer because there was none that was going to come.

Gwen showed up, she did not see anything but what Harry Osborn became, it spooked her, it haunted her, it caused her to wonder what was going on in the world. The blonde's eyes perked up as she tried to make sense of everything that happened.

"I look like crap, don't I?"

"Black eye, busted lip, yes pretty much," Gwen commented, happy that Peter gave her a chance to focus on something else although this was not something that she wanted to focus on. "This was one of the worst nights ever."

It could have ended badly for them, Peter and Gwen both understood that.

Peter snapped his fingers and turned slowly towards Gwen. "I was just thinking about her, you know who I'm talking about."

"If you're talking about the Mad Thinker…"

"Yes, I'm thinking about here, she manipulated the strings, and nearly controlled us like puppets," Peter told Gwen and the blonde placed her hand on Peter's. The two of them locked eyes with each other and Gwen offered what she hoped was a reassuring statement. Even though it did not reassure her all that much.

"Yes, well, you might want to check this out, because that's only going to get you even more upset," Gwen commented as she tried to keep herself mostly calm.

Peter regretted the tone of regret in Gwen's voice. There was something bad that was going to happen and he followed her.

' _Oh boy, what now?'_ Peter thought.

"The prodigal son of OsCorp has fallen but thankfully former child prodigy Rhona Burchill who recently took a job in management will take over the company, and she plans to bring forth a brand new world, with OsCorp leading the charge," the newscaster stated and Gwen and Peter exchanged a pair of glances and there was one thing that went through both of their minds.

' _This wasn't good,'_ Gwen thought and while she could not hear Peter's thoughts, she had a good idea by his body language and his facial expressions that he was very much agitated by everything that was taking place.

Peter knew that he would not be able to get back into OsCorp without a miracle and given that he was someone who did not believe in miracles, he was not counting on one. The web head wondered if he should have taken down Rhona and made sure she was brought to justice.

He sighed as one obvious point went in his head.

' _It wouldn't stick,'_ Spider-Man thought to himself as he shook his head. His mind was on what would happen next.

He saw Rhona's face on the television, it was almost she knew she was watching her as she stepped up to the podium. The triumph blazed in her eyes and there was one thing that kept getting more obvious in her mind.

She won and she wanted the entire world to know it, no matter what.

' _Smug, arrogant, completely insane, that's Rhona for you,'_ the web slinger thought as he closed his eyes and prepared to figure out what his next move would be, what he would make, when he would make it, and what would he do now.

Gwen figured that she would be the one to ask the immortal question. "So what are you going to do now?"

Peter paused for a second as he looked at Rhona. There was something about her plan that made him wonder. There was something about the fact that he figured that she was not working on her own accord that bothered him something fierce.

"I'm going to do what I always do," Peter stated as he looked at the mirror.

The wounds on his face would heal but he saw how Rhona manipulated today's battle to her advantage. She was devious and Peter had to almost admire her, although it was in a begrudging and dare he say it, almost twisted way.

Perhaps he was the one that was going to be twisted.

He needed to find out more before he took his next course of action.

* * *

Rhona's hour of triumph was at hand. She had what she and her boss wanted.

"Accessing files, Master Mold backup protocols."

With a few modifications, the only law in the world that would matter would be Doom's law.

**To Be Continued.**


	15. All Hail Lord Doom Part One

**Chapter Fifteen: All Hail Lord Doom Part One.**

"The time has come for the power of the world to be clutched in my hand. Spider-Man, the Fantastic Four, the Avengers, the X-Men, or no one else can stop it, Doom's Day is at hand, and I will crush all who oppose me!"

Doctor Doom gave this bold declaration as he looked over the plans that his devoted disciple had given him. She had handed him the keys to the world and Doctor Doom was not going to lie, he was pleased with what happened. A plan went together quite nicely if he had to say so himself. His greed flashed through his eyes as he prepared himself for the next stage of his plan.

Rhona had managed to gain the control of Harry Osborn and allowed her unprecedented access to Osborn. It was a plan with all the sophistication one would expect from Victor Von Doom. One she gained the access, she accessed the goblin formula and managed to discredit Harry Osborn. The lost plans for the Master Mold system, believed destroyed, were in his hands. Doom held them within his grasp and he had only one thing to say.

"It's my moment of triumph," Doom said as he prepared to upgrade his Doombots with the same enhanced technology that caused the Sentinels to rise high.

Rhona watched her mentor, she could see the moment of glory that ran through his eyes. She did not want to dismiss it but she felt that she had to. "My Lord, it's Spider-Man, he still….."

"Spider-Man is nothing but an insect, he will be crushed by the rest of them, you will learn that for you to truly succeed, you will not let anything to stand in your way," Doom told Rhona boldly as the woman stepped back, her eyes flashing. "Least of which you will not cower underneath an insolent insect such as Spider-Man."

"Of course, Lord Doom," Rhona said as she bowed down towards him. "And what are your demands…."

"I wish people to properly cower underneath my heel, for too long I have allowed those to disrespect me but the only law in the land that matters is Doom's Law," Doom said as he managed to reenact the old programs. His smile became prominent on his face. "Mere child's play, but Norman Osborn was nothing but a fool. He had no idea the power he wielded. He wasted his time on petty vengeance when he could have ruled the world with an iron fist."

"Master Mold Program is back online," a garbled voice said but Doom overrode the components of it that caused Osborn failure. He had allowed this program too much free reign. Doom was going to bring in the reigns.

Rhona watched, she saw the blinking lights of the Master Mold Program coming to light to the Latverian embassy.

"That fool Fury will likely notice this but allow him to come, within five minutes, even his SHIELD will not be able to protect him," Doom said as he cracked his knuckles. "The world might have heroes but I have something else."

"There are Avengers coming," Rhona warned him.

"Stark, of course," Doom said as he threw his head back. Iron Man was someone who already seemed to be after him, and Doom thought his technology might be almost worthy of Doom. "If the Avengers know, than Fury knows as well."

The door is knocked down and Thor popped in, followed by Iron Man, Black Widow, Hawkeye, the Scarlet Witch, and Quicksilver.

"What are you up to know, Doom?" Quicksilver asked as he watched Doom but Doom kept his eyes locked onto them.

"Avengers, welcome, to the future, a demonstration of my new and improved Doombots," Doom said as he clapped his hands.

"Doombots, really, real original," Hawkeye said in a completely dry voice but Stark turned his head back to the archer.

"I don't like something about this, I don't know what but I don't like it," Iron Man said as he leaned forward and Thor swung his hammer around, causing the energy to fly through it.

"Well whatever it is, we will help take down Doom," Thor said and the Scarlet Witch held her hand up.

"If you want….."

The floor boards clicked and a really large representation of Doctor Doom popped up. The eyes of the super-sized Doombot glowed and turned to face the group of heroes. Thor swung the hammer for all of his might and bellowed. "HAVE AT THEE!"

Thor swung for the fences and brought the thunder down. The whirlwind blow collided with the front plate of the doom bot but Thor's arm was this close to being cracked. He felt the agony and he grimaced.

"What sorcery is this?" Thor grunted as he tried to pop his shoulder back into his socket but Doom's grin got even wider.

"It is no sorcery, this is the might of Doom!" Doom bellowed.

"Okay, we need to take him down," Iron Man said and the Avengers moved in. Quicksilver tried to disarm Doom but an energy field popped up around him. The speedy mutant was nailed hard and sent flying backwards.

Black Widow was down behind Doom but two of the Doom Bots grabbed her from behind. The Russian spy slipped out of the grip and landed down onto her feet. She pulled out a gauntlet and the Widow's Stick electrified the Doom Bots.

"Assimilating, abilities, preparing to adjust and adapt!" the crisp monotone of the Doom Bot dead panned as it lifted back its arm and tried to nail its adversary. Natasha avoided the attack, ducking her head and bounced back off of the wall. She tried to take down her enemy with a furious assault but she was blocked with another attack.

Hawkeye fired a series of arrows. There was a laser net that shot out and disabled his arrows faster than he could throw him.

"Watch your back, Barton!" Natasha said as she jumped into the air and slammed into the bots but suddenly, they wrapped wires around her. The Russian was trapped, although she cut herself out rather quick.

Hawkeye rolled over and he took out an arrow, to shoot it. There was a series of rapid fire bursts of arrows but the robots blocked the arrow shots. There was a loud explosion as Hawkeye was sure that he hit something.

"You might want to watch yours," Hawkeye said but the Black Widow tried to make her way towards the computer.

A metal sphere rolled out. The Black Widow tried to blast it but before she could do so, a gas was released. This gas was not going to kill her but it made her arms and her legs heavier and really hard to manipulate. The woman closed her eyes, feeling the pain go through her.

Doom watched, his arms folded, the Avengers were taking out his Doombots, but this was part of his plan. Everything was coming together in a plan.

"Watch and learn, my apprentice," Doom said to the Mad Thinker and she crossed her arms and nodded briskly as she rocked her head forward, a frown crossing her face. "The Avengers were be the first of many that will fall before my might."

Doom was talking the talk but the Mad Thinker thought that the Avengers were putting up quite a fight. Especially the Scarlet Witch, from what she studied, she was a wild card. She did as she was told although she thought that her master's plans were a bit too simplistic for her liking. There was a lot more that she would have done.

"Of course, they're…..they're learning," Rhona whispered as she followed the progress of the Avengers. "Your bots not…."

"I know what you mean, I am gifted with infinite intelligence," Doom said as there was a blinking light above his palace. "Fury never learns."

"Doom, I don't know what your plan is, but you better stand down, because…."

"I am on my own land Fury, I am not under the jurisdiction of SHIELD, you better watch your step," Doom said with warning and there was a momentary pause. "But perhaps it is you that would like a demonstration for what I am capable of. Perhaps you wish to see the power that I, Victor Von Doom, can bring down to you."

"You talk a good game….."

"Then it's time to cease talking and show you decisive action," Doom said without missing a beat. "You will not stop me, Nicholas Fury and your organization of lies will not stop me from accomplishing what I must."

"I'm the one who talks….."

"Again a demonstration is in order," Doom said as the pavement in the lot behind the palace gave well. "Norman Osborn has left a legacy behind and with it, I will use to crush all that have opposed me. The world will be mine, it's for your own good."

The large super-sized Doombot shot out. It was about fifty foot tall with glowing eyes. The SHIELD transport vehicles circled it, looking like oversized gnats.

"So, all of your Doom Bots….."

Fury stopped saying anything as the Doom Bot sent a blast of light out which short circuited the technology within the planes and caused them to hurl towards the ground.

"In Latveria, there is on Doom's Law, but I will annex the entire world and there is not a person who could stop me!" Doom yelled at that moment. "As we speak, I am taking over Osborn's abandoned Sentinel Production facilities and transferring them all into Doom Bots. Even you cannot stop them in time."

"We will," Fury said and Doom stood up firmly.

"You speak with arrogance, it amuses me, Fury, but even your pet project, your Avengers are feeling the burn, Tony Stark, that accursed fool Richards, or anyone else, they would not be able to stop me in time," Doom said as he clenched his fist and prepared for the second stage of the attack. He had the Avengers dealing with the problem at the Latverian embassy. Once he shut down the communication link, he turned to his apprentice "Rhona, I need you to coordinate the efforts in New York."

"Of course," Rhona said, she had a score to settle with a couple of people but she understood that as long as she was lesser than Doom, she would have to tow his line.

Of course, she thought up more plans, she was a Mad Thinker if nothing else.

* * *

"I thought that this week would end a bit better, but it's bittersweet with what happened," Gwen said as she looked out at the edge of the city, standing there with Peter, who was in his civilian attire.

"Don't you think…."

"I don't think, Pete, I know you wish that you could have saved him," Gwen commented as she looked over her shoulder. The blonde felt the peace that was in the city, but peace was something that was relative. She just felt that there was something that was off, in fact, one could argue that it was something that was extremely unsettling.

"I do wish but I suppose that I can't really beat myself over things that are out of my control," Peter said and Gwen looked at him with a half raised eyebrow. "I know, that's really something coming out of my mouth, especially."

"It is," Gwen admitted, but she really had no choice but to smile and her smile could go a mile wide. The blonde gripped onto the edge of the railing, peering out from where she stood. "Iron Spider suit should be ready to go, I think."

Peter raised an eyebrow and could not help but go with the obvious statement. "You think or you know."

"Well, I've been tinkering with it," Gwen admitted as she mentally went over the modifications in the back of her head. She placed her hand underneath her chin and sighed. "And I'm pretty sure that I'm closer to….well I'm not as far away."

"I'll take your word for it," Peter said, although he had been working on a new type of webbing, one that did not dissolve as quickly and some modifications for his web shooters. He didn't want something too high tech, but his solution was a bit too low tech at times. Henry McCoy, Reed Richards, and Tony Stark had all contributed with their suggestions, although knowing Reed, if he was going to be put in charge of the development, he was going to pull something extraordinary out. "But I believe you."

"Good," Gwen said without another word as she prepared to sit down. She hoped that she would enjoy a nice and peaceful night with Peter and hopefully it was devoid of any drama. So far things appeared quiet, even with Harry being sedated in Ravencroft after what happened with him.

A loud explosion jolted Gwen out of her thoughts and she stared forward, glaring.

' _Of course,'_ Gwen thought as she wanted to smack her palm into the side of her face but she knew that things could not be any worse.

"You've got to be kidding me," Gwen said and Peter locked eyes with her before he said one thing that she thought was right.

"I wish I was kidding you but….are those super sized doom bots?" Peter asked as he saw them but he could not believe it. Then again, seeing was in fact believing. The web slinger blinked, unable to wrap his head around it.

It was time for him to suit up and he dodged into an outdoor toilet.

' _On second thought, that wasn't likely the best time to change,'_ Peter thought to himself as he shook his head and coughed. _'Yeah, that really wasn't the best time to change, wasn't it?'_

Never the less, the web slinger held his head up, staggering out. He saw Gwen there, and she already had the metal spider legs extended where she made her way into town. The web slinger followed her trying to keep up with his mate.

The Thing was there, along with the Human Torch, which normally meant that the other two members of the Fantastic Four could not be far behind.

"Man, Vic must be compensating for something," Johnny said as he looked around at the king sized doom bots. "Again."

"Keep your head on straight, match stick," Ben said as he cracked a pair of rocky knuckles. He was about ready to rumble forward and he held his arm into the air before he gave a loud grunt. "IT'S CLOBBERING TIME!"

He clobbered one of the Doom Bots, rocking it. There was a huge smash as the Doom Bot landed down onto the ground. The rocky hero held his hand up and once again reared back and slammed it back against the edge of the bot.

"I don't understand how Victor was able to upgrade these….things," Reed said as he looked like he wanted to study.

"Reed, either marry it or help us take it down," Johnny said as he dodged the supersized Doombots.

"Doom's law is international," one of the Doom Bots said and Gwen shot a series of electrical orbs at the bot. The electricity fried it and staggered it back a few inches.

The Iron Spider was knocked forward, as was Spider-Man.

' _They're adapting to our attacks, I don't believe this….well actually I do believe this but I don't believe this,'_ Spider-Man thought and then it hit him, like a ton of bricks into his head. He recognized the technology, even if it had a coat of Doom flavored paint on it.

Spider-Man decided to let them know what was up. "You do realize….that this is familiar, after what happened three years ago."

"Yeah, it was those Sentinels, but it was Osborn and….they weren't cosplaying as Doom, were they?" Johnny asked as he shook his head. There was a few seconds where he stood up rather straight and turned his head from one side to the next.

"It seems like they've….been modified," Spider-Man said as he sent his new and improved webbing at the super Doombots. He didn't expect to have such a test run of it so soon but yet, it was there and it kept them in place.

"So do you got it?" Johnny asked and Spider-Man shrugged his shoulders, as the Doom Bots burned through the webbing.

"That's a big no," Spider-Man said as he saw SHIELD show up. Of course even SHIELD was outmatched, despite them firing everything that they had at the Doombots.

"Peter, I just thought of something, we're busy dealing with the pawns, when we should be going for the knights," Gwen said but a couple of agents dropped down, blasting a rocket at the Doom bot. One of them blocked the rocket in the palm of its oversized mit of a hand and crushed it just like it was nothing. The blonde half raised an eyebrow and she let out a prominent whistle.

"You mean, get to Doom…his palace is guarded….."

"But there's a flaw, his little flunkey, the Mad Thinker, she might have left a backdoor in OsCorp," Gwen suggested as Peter dodged the crushing attacks of the Doombots.

One of the last time he went up against giant robots, it did not end that well. The web slinger did not want to admit it but he felt like he was caught in the pressure cooker.

"Just….I might be able to hack into their systems, with the new upgrades I have on the suit, or get booted out, but either way…."

"Better than nothing, I agree," Peter said to Gwen as the two of them assisted the Fantastic Four and he was pretty sure he saw an X-Men or two down there, although the web slinger was not sure.

"We're going to have to crash through the top windows….which Rhona would have had reinforced against human means," Spider-Man said and Gwen smiled.

"Leave it to me," Gwen said as she launched a series of miniature rockets through the window. The glass was reinforced but she managed to shatter through the windows.

The glass landed on the ground as the two spiders stuck the landing. Peter looked over his shoulder and watched Gwen who stepped forward with determination. The Iron Spider was in position and about ready to pull information into her web. She was this close to typing something up, if she could find something, anything.

"Doom is after the abandoned facilities….I doubt Harry even knew about all of these," Gwen muttered as suddenly the computer screen went fuzzy.

"I'm sure you think that you can break past my protections," the pre-recorded voice of the Mad Thinker said. "The files will be wiped and moved to another area, and you will never find them."

"I enjoy a challenge," Gwen said as she was trying to override the Mad Thinker's commands before she wiped the system. She was locked out for a moment but Gwen understood that the pressure was on more than anyone else.

Kitty had taught her a few tricks, not that she did not know many, many of her own, but the Mad Thinker was just that, a thinker, she had thought about every trick that Gwen could think of. The blonde bit down on her lip.

"Phase one, naturally, and Doom is moving onto phase two….I don't know what that is, but it has to do with some artifact that he got his hands on, some kind of spider totem," Gwen said as she closed her eyes.

"Oh the irony of that is delicious," Peter said and Gwen nodded as she kept tapping away on the keyboard. "I've got most of the protections around Castle doom but knowing him, he's had a few surprises."

"Yeah, I remember," Peter said, he remembered the last time he came running down to Dooms Backyard.

"The Avengers are already there and I bet SHIELD is there, but the Doom Bots, there's a diversion, we got to beat Doom to the artifact," Gwen said as she closed her eyes. "He will call upon the power of a god….or likely just cause a blackhole to open above Earth sucking us in."

"Oh, that's nice," Spider-Man said as he edged away. The pitter patter of the feet of OsCorp guards indicated that they had little time to waste. Especially given that the alarms went off after the computers were wiped.

"There's a third phase, but I don't know…I couldn't keep the system from wiping itself," Gwen said and Peter looked at her.

"Guess we're going to have to wing it," Peter said, but that was something that Spider-Man did, because he did whatever I Spider-Man can or something like that.

* * *

The Mad Thinker waited as the plan, well it was slowly coming true. The dark haired woman clapped her hands together and shook her head. Time was slowly becoming unraveled around them and Doctor Doom had just left for his quest.

That left her to watch the demise of the Avengers, who struggled in the bottom levels of the palace. SHIELD was trying to bury their way down into the top levels but once again, while they fought valiantly, it was not an easy said.

"Knock, knock, friendly neighborhood Spider-Man calling!" the web slinger called and Rhona turned around. Her mouth hung halfway open.

"HOW?" Rhona questioned, the fact that he could get in there, especially at this time well it was something that she could not conceive in any way whatsoever. She pulled out a cannon and tried to blast the web slinger but he dodged the attacks.

"Okay, you're a bit…well you're a bit….."

"You shouldn't have been able this far, I don't…." Rhona said as she was so pissed that words had failed her and the ability to aim went along with it. The web slinger launched two web lines and wrapped around the cannon. He ripped the cannon and hurled it off to the side.

The web slinger dropped down onto the ground and he shot two web lines out from underneath her but there was a pitter patter of Doom Bots. The Doom Bots showed up but the Iron Spider blocked them. She blasted them down against the walls. There was a loud crack that nailed them against the wall as she went after them.

Iron Man and the Scarlet Witch showed up, both of them looking quite haggard.

"It's Doom's Day out there…..pardon the pun," Iron Man said as Wanda sighed but she managed to utilize a hex bolt. Unfortunately it was hard to deal with these robots as they were firing in every single direction.

Rhona was webbed up against the pipes of the walls. She tried with an angry grimace to pull herself up.

"So, where did big bad Doom go?" Iron Man asked as Thor burst through the floor, sending the large decapitated head of a Doom Bot flying.

There was a loud crack as Spider-Man winced and there was only one thing that he had to say. "Well, that was an entrance."

"As for Doom….none of you are going to stop him, you can't stop him, you don't have it within you to stop him!" Rhona cackled as Iron Man held a blaster on her head. "Oh, you're not going to shoot me, so don't even pretend you're anything other than a playboy in some tin toy."

"Fine, he might not blast you, but I will," Natasha said as she held the cross bone to Rhona's throat and stared her down.

The Black Widow was known as the deadliest of the spiders and Rhona was seeing that right in her front of her face. She bit down on her lip and was comprehending whether or not Natasha Romanov would pull the trigger and put the bolt through her throat.

"You don't have the guts either," Rhona said as she stared her down.

"You really don't want to try her," Hawkeye said and Rhona looked at him, shaking her head in thinly veiled contempt.

"I suppose that you're supposed to be the good cop," Rhona spat back at him as he tried to get the information out of her. She was fully aware that the arrow was at the edge of her throat and she closed her eyes, trying not to blink but it was hard, it was really hard. She closed her eyes and let out a breath. The woman placed it closer to her throat.

"Doom's after an artifact….."

"Child, it's not a mere artifact….."

"You know about this don't you?" Gwen asked as she spun around and kept her eyes on Rhona. The woman blinked.

"Well?" Natasha asked and there was a burning gaze that simmered with the deepest hatred.

"I'm not saying anything, you'd have to kill me before I say anything," Rhona said as she looked back at them all with the greatest of contempt. She tried to psyche them out but she was sweating just a little bit and the Avengers see it. All they had to do was wait it out and they would have her. The woman's resolve cracked just a little bit and she was this close to trying to keep her head up.

' _Okay, she's….whoa if looks could kill….what was that?'_ Spider-Man thought and his head started to buzz as he looked around.

The Iron Spider looked towards her fellow spider and she half raised an eyebrow before she mouthed. "Spider sense….."

"Yes, Spider Sense, it's going wild," Spider-Man as he felt his head numbing and his heart thumping against the back of his chest. The web head could not believe it, there was a loud thump-thump in the back of his head. There was something crumbling from underneath their feet, and Spider-Man latched onto the wall before the ground crashed from on top of him.

The glowing orb appeared and Spider-Man was nearly blinded by what was there. He threw his head back and he shook it, wondering what the hell that was. He had no idea what was happening but he did hear the thumping that resounded.

"Whoa," Iron Man said and that was a statement that was agreed with by all.

Doctor Doom walked out of the portal, his eyes glowing. The power that resounded in his eyes was amazing and even Spider-Man could not even believe that he was swimming with that much power. The web head was looking at him.

Scarlet Witch tried to lifted his hand up in the air but Doom blocked the attack that she sent at him. The hex bolt was reflected back, and she flew down into the debris.

Doctor Doom stepped forward as he lifted his arms into the air but Spider-Man latched his webbing around him.

"Got…oh no!" Spider-Man said as a jolt of magical energy blasted through the webbing and knocked him down.

The web slinger flung back against the wall and cracked against it. That was about a hundred times worse than anything he had ever experienced. He shook his head as he tried to hold his head up, it was about a hundred times worse than once Electro blasted. There was a moment where the web head got up to his feet and he shook his head.

"Do you understand my power?" Doctor Doom said as he stepped forward. "For years, I have been defeated by the Fantastic Four, the Avengers, and SHIELD, and have experienced set back after set back but I have a force greater than life itself. I am more powerful than anything, I am a god!"

"I have gone against gods, I am a god, and you are no god!" Thor yelled as he held the hammer in his hand as he swung the hammer but Doctor Doom blocked it in his hand. He kicked him right in the back of the leg and caused the God of Thunder to go down onto the ground.

"I am manifesting the darkest forces that a man can control, I am the power, I will rule over all, I will see all, I will bring Doom upon the world!" Doom crowed as his eyes lit up and there was a second where Spider-Man backed up. He wondered for a brief moment what things he was going to bring down on him. There was one thought that rattled in the back of his head, he could not deny that, no matter how many times he tried to shake it off.

' _Doom has lost his mind,'_ Spider-Man thought to himself and while the others could not speak, they would have to agree.

"So, Avengers, which one of you should I take down first," Doom said and he looked up to see Nick Fury drop down. The Director of SHIELD stood face to face with Doom. "This is perfect, this is too good to be true."

"Take him out with everything you have!" Fury barked but they wondered if everything that they had, was going to be good enough.

They would understand soon or later, as they all attacked Doom in a flash of bright light that burst in the room.

Rhona waited for her move, it was time for the Mad Thinker to plan on the mental game of chess of light. She pondered every single predicament, watched for three years, learned from Doom, and what she learned from Doom, it would allow her to accomplish her goals. The student would soon surpass the teacher, that can be taken to the bank.

**To Be Continued.**


	16. All Hail Lord Doom Part Two

**Chapter Sixteen "All Hail Lord Doom Part Two."**

The moment of truth was at hand but Spider-Man was not sure if it was the moment of truth for the heroes or the moment of truth for Doctor Doom. Doom in particular had gone off his nut, even more so than usual. To the point where the minds of the various heroes were running a million miles a minute. They had tried a combined attack that failed, single attacks that failed.

' _And this did not end as well as I thought…..oh boy, this could in fact suck just a little bit,'_ Spider-Man thought as he used his speed and reflexes to dodge every single attack that Doom could hurl at him. The web slinger tried to keep several steps ahead, dozens of steps if possible because if he allowed Doom to get him, then it would be over. Spider-Man kept moving, he never gave up his ability to move, and he knew that it would be over if he caved in.

Iron Man had the same idea, they had to outsmart Doom. The good thing was that Doom had the nasty ego that popped up at the worst possible times. The problem was that they could not afford to wait around and play on that ego. If it became too late, their plan was going to get sunk.

The Avengers crowded around each other and SHIELD once again crowded around. The agents were there and Peter turned to Gwen who frowned.

They were both thinking the same thing, there had to be a weakness with Doom, but the problem was that no one had even found it yet. The two spiders felt their hearts start racing at the speed of light. They understood that there was a lot on the line.

Doom was prepared to give his villainous monologue as only he could.

"Foolish children, you think that you could stop me. You are just like any other adversaries to me. All powerless to stand beside me. All of those times you defeated me, it was by my design. I needed to learn about the extent of your capabilities. I needed to understand what I needed to do to destroy and I will crush you all. The Fantastic Four, the Avengers, SHIELD, anyone….all would bow before the might of Victor Von Doom. All shall die once I have caused them to meet their end."

Rhona nodded at his speech but she was the only one who followed him. Iron Man had beat Spider-Man to the punch with the obvious quip.

"Well, I have to say, you nearly bored us to death with that little speech. But I'm sure that it was pretty thought out. "

Doom's eyes grew wide and fury had exploded through him. Even the web slinger cringed as Doom charged forward and fired at them. "All will pay for their insolence. None shall ever mock the might of DOOM!"

Natasha once again tried for an attack to bring Doom down. The electrical currents that flew through the air nearly cut a pulse through Doom but much to her agitation, there was really no one to take him down. She could see Hawkeye and the Scarlet Witch trying their own attempts. The arrows were deflected and the hex bolts were blocked as Doom kept firing everything that he had.

Doom's laughter grew particularly insidious and he crossed his arms. "Your efforts are not something that can defeat me, no they amuse me. You are like ants, trying to scurry from me but at the same time, you defend your hill. "

Spider-Man nailed what one could perceive to be a lucky shot to the back of the head. Doom hurled ass over tea kettle and landed onto the ground. This allowed SHIELD to keep blasting at Doom and try and place him into a net.

They only woke up a sleeping Doom.

"Hit him with everything you got, don't let up, do not let up, he's wavering, take him down, TAKE HIM DOWN NOW!"

"Believe me we're trying but the guy's not budging, I don't know what else to do."

"HARDER HIT HIM HARDER, EVERYTHING, EVERYTHING!"

The blasts bounced off of Doom but his rage got higher, higher, higher, until it hit a fever pitch and that caused everyone to back off, fear boiling through their eyes.

"NONE SHALL TOUCH DOOM!" Doom bellowed as he tried to bring the SHIELD agents down with his most devious attacks. They were sent crashing down with every shot that he could bring. There was no question about it, when Doom brought the party, he was not about to skimp on the attacks.

Spider-Man could sense where Doom was coming from and he wondered, he wondered….maybe just maybe….it was a long shot but sometimes the long shots were often the best shots. The web slinger brought in a breath and brought out another breath as he prepared once again to dodge around him.

Much to his surprise, he blocked Doom's huge punch to the side of the head. A smile crossed his face. Could he do it? Could he in fact pull off the impossible? Could the impossible become quite probable?

' _Okay Pete, stick with it, keep moving, don't give up for the love of….just do it, you know that you can do it, don't you?'_ Spider-Man thought as he coached himself and kept dodging these attacks. His web blasts stuck to Doom but Doom cut through them like there were nothing.

However, even though the attack did not end as intended, Spider-Man did in fact lead to Doom's….Doom and the Avengers closed in, surrounding him, ready to attack him with everything that they could throw at him. The web slinger could see him boxed in for sure and now Spider-Man wondered, he pondered, he thought, perhaps he hoped just a little bit, that things were about ready to calm down.

He hoped, he preyed…..well one could get the picture after a little bit what was on his mind. Spider-Man frowned for a few seconds and stuck to the attack, sticking, moving, jabbing.

Doom once again blasted them back again and the Avengers, the Fantastic Four, and SHIELD were all bulled down.

"You will all fail!"

With another mighty proclamation given by Doom, he left in a flash of light and Spider-Man held his head. He was not the only one who was rattled. The new and more powerful and quite frankly kind of psychotic Doctor Doom was someone that was going to give the Avengers and their allies more than a few headaches.

And they were about find out that the migraines were only about to begin. The energy Doom left in his wake was quite ominous indeed.

* * *

After the runaway freight train that hit them, it took a couple of moments before the assembled heroes shook their head. They had no idea what they had to deal with.

Iron Man scanned the energy trails left behind from Doctor Doom. He was not the only one who did this but he was the one that jumped in right away. Reed looked at the energy and there was a moment where a wide smile crossed over his face as he kept looking over everything. There was only one statement that he could come up.

"It's fascinating, isn't it? "

"Yes, I'm sure, and I'm sure that you get off on it, because it's some science that even you cannot explain. " Johnny said and obviously he got his share of dirty looks from his fellow teammates. "What, what did I do?"

Susan shook her head as she gave her brother a stern reprimand and Johnny threw his hands up in frustration. "You know what you did. And you could be a bit….better behaved considered all of the circumstances. "

"Fine", Johnny said as he hung his head and he could see Spider-Man looking up and down. He decided to figure out what he was up to. "So, what are you trying to do, web head?"

Spider-Man did not answer him at first but he managed to drum up the concentration to talk to the Human Torch. "I'm trying to figure out where Doom might have sauntered off to. If I can track the portal trail I might be able to track him down. "

The Human Torch shrugged, he was not someone who was all inclined with this science. He knew enough to know enough but at the same time, he was not a geek of geeks. He decided to see what he could do to help others although he might be out of his depth. Although he did not need to be a rocket scientist to know that old Vic had dove head first into some really messed up ship.

Spider-Man looked at Gwen and she kept scanning everything that was around her. The blonde's frustration was palpable and the web slinger placed his hand on the wrist of his fellow web slinger. She swallowed the lump that was in her throat and nodded her head. The blonde shifted her weight and she looked towards Peter. "So, we could be running around in circles? I conducted my own scan and I don't really have clue one what we have to do. "

"You're not alone," Peter whispered to her and the blonde nodded in agreement.

Peter kept himself calm despite the fact that he was completely baffled. He was not going to lie, that seemed really odd. In fact, that seemed odder than odd. The web slinger felt himself wonder about all of the possibilities and he ran them one by one in his head.

Just what kind of supernatural force did Doom tap into? He had so many questions and not enough answers. The web slinger's thought process went into hyper drive.

' _What did he do? I don't know and quite frankly I don't like this, at all.'_

He did not get it at all and he was blessed with an extraordinary thought process. The time that seemed to warp around them as he replayed the incident back in his mind, well he was not about to even pretend that he understood him. He was a man of science, not of magic, even though some might consider magic to be science that could not be explained.

"Well, there should be a trail here but I don't know, the trail kind of runs cold. It's just like that, in a snap, just like that. "

This statement was given by Tony Stark but the confusion on his face matched the confusion in Peter's mind, which was not something that made him all that happy.

"Well, there has to be some explanation, things like that just could not have faded to black."

Reed offered his two cents. "There's a possibility…..that he could have used some device to mask what he was doing. "

"Well….I'm not sure that science is the answer. There is too much chaotic energy in the air to pin it down to science. "

Wanda could not help but argue, she frowned. Given someone who dealt with chaotic magic energies, she could sense them coming. But even this little process seemed a bit beyond her abilities to fathom. It was one of those things where she wondered if she bit off more than she could chew.

Peter frowned, time was not on his side, not on anyone else's side and he went back to the portal that Doom went through. He warped the fabric of time and space, that much was known for sure. "He's….he's done something kind of screwed up, no matter what way you slice it. "

Gwen raised an eyebrow as Peter's explanation was concluded. She nodded her head and she decided to give her two cents on the matter. "Well, we got to find a way to track it….maybe we're looking at this from the wrong angle. "

He tried to track the energy with one of his own devices, granted it was not SHIELD made or Stark made but it was something, at least he assumed that it was something that was tangible. The web slinger had nothing left to lose and many things left to gain as he slipped off into the night, ready to swing off into those shadows.

"I think I might have an idea, but it's a longshot. But it's better than no shot. "

Those thoughts burned into his mind like a mantra as the Iron Spider followed him.

* * *

Rhona Burchill could not believe it, he had the perfect chance right there, it rested in the palm of his hand. Yet he decided to give up that perfect opportunity and walk off, to torment them all. That was not what she taught him.

Rhona smiled suddenly, she wondered if it was that time to figure out that Doom had managed to slip a little bit down the rabbit hole. In fact, it was more than a little bit down the rabbit hole, he had become a victim of his own ego. The Mad Thinker calculated a plan as she only could and it slowly came to her that she had to do something and she had to do something straight away.

The dark haired girl crossed her arms and the grin that went over her face became more poignant. The girl had a smug gaze on her face and she could see Doom preparing.

"This plan is not going as it should, "Rhona said and Doom turned to her. There was a moment of agitation in his eyes and she decided to elaborate. "You could have had them. You had them right in your palm of your hand and you manipulated them. Yet like a common fool, you allowed them to leave. Why did you allow them to leave? What did you have to gain? There was absolutely nothing for you to gain, was there? "

"YOU THINK YOU KNOW WHAT MY PLANS ARE, YOU THINK YOU HAVE FIGURED THEM OUT! " Doom bellowed, unable to believe that this whelp of a child would dare contradict his brilliant plans. "You are incorrect. You know absolutely nothing."

A person with a weaker constitution than Rhona Burchill would back down, after all, this was Doctor Freaking Doom, someone who was able to be brilliant to a new level. Yet she did not fear him, not completely. The Mad Thinker pondered her lot in life and realized that Doctor Doom, for all he was, was nothing but a lot of hot air.

"Yeah, I hate to break up this little spat but you know, you still have some unfinished business with me, remember me, that guy with the webs, yeah I'm here, how are you doing? " Spider-Man said as he turned up and Doctor Doom turned around to face him. His eyes glared with rage and he became more demonic looking. And given that Doom was not exactly someone who was a friendly face in the best of times, that was even scarier than ever. The web slinger swallowed the lump in his throat and the good doctor tried to nail him. "Wow, and I thought that armor looked tacky before. I feel a lot better now."

"INSOLENT CHILD, NONE SHALL MOCK DOOM"

The web slinger ducked and rolled the attacks and they bounced off the walls. Shivers ran down his spine and he watched Doom's attacks. He kept chaining together the attacks with two, three, four, at a time, and all of them flying over him but there was a pattern. Despite the fact that some of Doom's attacks were pure madness there was a pattern. Exactly how much of a pattern well….

A net of electrified webbing flew over and chained around Doom. It kept him locked into place and Spider-Man closed his eyes. His heart beat even more steadily as he saw Doom caught in a net and unable to really move from his latest position.

The Iron Spider thought that she had him but those hopes, those dreams, they were quickly dashed. Doom blew through the attack like a hot knife through butter, grabbed her and hurled her into the wall.

Spider-Man was in position but Doom caught him. Then he was deflected like the insect that Doom thought that he was.

"You thought that you had me where you wanted, didn't you, well you should have not assumed that my power would have been taken for granted," Doom crowed as one once again knocked Spider-Man down. "You will see the powers which I am truly capable of."

The cackle of lightning above Doom saw that he had brought down the forces of eldritch energy and was about to fry Spider-Man.

Rhona once again followed Doom, it was almost scary how unblinking her eyes looked as she kept sticking to the battle. The woman kept her gaze locked on the Doomed one. Her eyes burned with a fury that could not be defeated by any means.

Spider-Man was not keeping his gaze locked on the pawns, he was going for the chess master and there was no chess master that was greater than Doom. He redefined the game and Spider-Man found himself trapped in a box. The web slinger tried to knock his way out of the box but he could not stretch out from where he was. His breath heightened as he tried to push out.

Doom reared his head back, his eyes glaring with madness and it was pure madness, no question about it. Spider-Man had no idea how mad he would be but….it was not good, at all, no way, full stop, period.

Rhona nailed Doom from behind with a binding attack, blasting a gun at his back, and stabbed him with a dagger. She laughed. "You thought….oh you thought that I was merely your flunky but I was someone….I was far more. And now I'm going to bring Doctor Doom to his Doom! "

Gwen tried to get to her feet but Rhona downed a vial of green liquid in one fell swoop as Doom was sucked into a portal, with creatures clawing at him. The dictator tried to escape but his own creatures brought him into the portal.

' _Shit, that's not good,'_ Gwen thought as her heart skipped a couple of beats and she kept her eyes locked onto Rhona's face. Her laughter was something that sent chills down Gwen Stacy's spine. _'That's really not good….oh Peter, how do I get you out of here….think, just think, it has to be obvious.'_

"And now, I'm going to get my revenge on you! " Rhona howled as she grabbed Gwen and throttled her, forcing her down to her knees as Spider-Man was still trapped in the box. "You thought you could humiliate me, you dumb bitch, but I'll show you, I'LL SHOW YOU! "

* * *

Rhona had lost her mind completely, not that she had much sanity left over before but this was an entirely new level of losing her head. The woman's eyes glowed with pure fury and unmistakable malice. There was something in them, something that could not be denied with the fury that rolled through them.

Gwen was the one who felt the fury up close and personal and she struggled. She had something up her sleeve or rather up the sleeves of her armor. She should not pick nits as she nailed a few rockets into her.

"You want a fight, I'll give you one," Gwen rasped as she could barely speak. She ignored the raw feeling that was around her throat and her mind worked into hyper drive as she tried to figure out a way to free Peter.

Rhona skidded backwards and Gwen jumped back as the box containing Spider-Man was broken. The Mad Thinker's skin had turned green as she looked like a demented She-Goblin.

"That girl, I swear, she's lost it, all of it, there is nothing left, " Spider-Man said, although once again, he wondered if she ever had her mind. His heart was pumping steadily and he could not….no he refused to even think what might have happened. The web slinger once again eyed his adversary and wondered what she would do to attack him.

"Fools, you think that could defeat my power. But the joke is on you for there is nothing that you could do to stop me, and now I will cause you to suffer beneath my foot and allow you to bow beneath my might, the might of the Mad Thinker! You think that you have all of the answers but I keep changing all of the questions."

She learned to get quite the villainous monologue from Doom, Spider-Man and the Iron Spider was going to give her that. There was no two ways about it, they were backed up against the wall. The heart of the web slinger pumped blood furiously as he was at the point, very nearly, where he was with his back up against the wall.

The Avengers turned up and Iron Man stopped, with only one thing that he could say. "She's lost it, take her out. "

The Thing tried to clobber her but she dodged the attack. She blocked his rocky fist and hurled him to the ground.

An invisible shield knocked her around the head and the Scarlet Witch blasted her with a hex bolt to the face.

Several flaming spikes rose from the air and shot at them with fury. Gwen helped Peter dodge them with everything that she had and the others were not having any of it.

Hawkeye shot an arrow in an attempt to incase her. The liquid foam wrapped around her body and for a second, Hawkeye thought that he had her.

However, it was only for a second as she busted out of the material and lunged forward, grabbing him around the throat. Clint Barton's throat was closed but Quicksilver knocked her.

SHIELD was not going to back off this time, they threw the sonic shock grenades at her feet. They blew up and incased her in a liquid field. The blue liquid splattered all over her body and Spider-Man could see the patterns that she was doing.

' _I don't even know what she's trying to do….unless all sense of a plan has been thrown out the window, '_ Spider-Man thought as he was amazed that she had not cracked the world open with her fury. He swallowed the lump in his throat, wondering if that was to come. ' _Oh boy, she's lost it, big time._ '

SHIELD nervously scrambled for some kind of control, barking out commands in such a rapid fire control that they overlapped each other. It most certainly was headache inducing.

Spider-Man jumped into the air and Rhona blasted him. She created fireballs from her hand, combining the goblin formula and the mystic artifact. She howled as Spider-Man dodged them.

"Do you think that you could get one shot in, I mean all of that power, and you can't even summon up the energy to aim right, " he taunted her and she glared at him, gritting her teeth as she kept firing her attacks at her enemy. "That's what I thought."

Gwen blasted her from behind and once again she was forced down to the ground. The Mad Thinker was knocked down from behind and she was now flat down onto the ground.

SHIELD moved in to cage her but she was not going done alive. If she was going to be put down, she was going to fight to the last breath. Her laughter got insidious as she stared them down and her heart beat harder, pumping blood.

' _I think that I just about got it….this close to getting it right now, just about there, '_ Spider-Man thought to himself and sure enough seconds later she tried one last ditch attempt.

Gwen and Peter delivered a tandem attack, with Gwen blasting her legs out from underneath her and Peter nailed her hard which caused the woman to hurl through the portal.

She was sucked into oblivion, screaming all the way. She tried to drag as many people along with her but SHIELD had a way to avoid that little hang up.

"Wow, just, wow! " Spider-Man said, eyes widened, Doom and Rhona were gone and where the terrible two ended up, he had no idea.

* * *

"So it ends, just like that," Gwen said as she put some ointment on her throat. She felt the raw red ring around it, she would be lying if she thought that she was happy. In fact she was kind of put out after what happened. The blonde massaged the side of throat and she looked around as SHIELD did what SHIELD did. "Well it's not like we're going to find out anything about what happened."

"Well that's true, but it really bites because we were in the middle of it, and I think that we deserve answers," Peter said as he looked around the room. There was a chill that went down his spine and did not stop going down forever as long as he breathed. His hand locked onto Gwen's as both sides rolled their shoulders back.

Peter had to admit that this was one of the stranger cases that he had to deal with and he had dealt with many things over the years. The true frustration resounded in when he noticed that the defeat of Victor Von Doom and his apprentice would not have repaired the relationship that was shattered between Peter, Gwen, and Harry. In fact, they were instances where they hung onto hope that things would have been fixed over the years but there was nothing.

' _So it ends like this,'_ Peter thought as he brushed his mask off of his face and there was a second where the web slinger pulled off of his mask now that he was alone with Gwen. The scratches on his face was souvenirs and there was going to stick with him for some time. The web slinger felt Gwen's hand on his shoulder and he smiled and nodded.

"I hope that…..well I hope that things improve," Gwen said as she tried to remain cheerfully optimistic although her hands were shaking. Peter wrapped his arms tight around her. "Why do I feel so down that we saved countless people from surviving?"

Peter tried to articulate his words although even he felt like he was tongue tied. And given that he was so quick on his feet normally, that was even more frustrated. After much pondering, he managed to come up with what he thought. "I think….that we're taking what happened went personally….and….."

He coughed and there was a second where Gwen nodded. He trailed off after a second and Gwen squeezed his hand tightly and the blonde's relaxing grip was something that caused him clarity in his mind.

"So we all rebuild together," Gwen whispered to him and Natasha turned up at that moment.

"So, do you need any medical attention?" Natasha asked her calmly, she had seen her get strangled before her eyes with a girl who was super powered.

"I've had worse," Gwen said, when someone gets hurled off of the bridge and nearly died, they had a brand new perspective on everything. "I'll be fine…."

"Very well then," Natasha said, she thought both spiders would have made good agents for SHIELD but for some reason Fury disagreed. She had never been able to get a straight answer why.

"So, do you have a good idea where Doom went?" Peter asked and there was a second where Natasha looked at him. From spider to spider, he could tell that she was battling how much to tell him, if she was going to tell him anything. Seconds almost turned into a minute before the redhead Russian spy decided to spit out the statement.

"You might want to ask Fury," Natasha said to him and Peter figured as much. His throat was closed up as he waited for a second.

"Something tells me I won't have any luck trying to find anything more with Fury, providing he knows any more than I do," Peter said as he saw the Avengers begin the cleaning up process. He was pretty sure that there were many more battles across the city. The young arcanid themed super hero clenched his heads together and Gwen placed a hand on his shoulder.

"So?" Gwen asked and Peter remained stoic after a few seconds. His mouth curled into a slight twisted grin as he turned his glance over his shoulder.

"We rebuild," Peter said as he blinked immediately and Gwen wondered what he meant about the rebuilding process.

They would have to all go through that journey together as they tried to piece together what happened. Where was Doom and Rhona? Did they even exist anymore in this world? Or had they been moved onto the other plane?"

Gwen sighed as she realized that Peter's arm was over her shoulder and there was a second where she just soaked in the entire eerie aftermath atmosphere. The blonde bit down on her lip as she wondered what their next move was going to be.

"Move it out, scan for residue!" The SHIELD representative yelled and Gwen lifted her arm but Peter shook her head.

"We might as well go home, it's been a long day," Peter said as the blonde closed her eyes and nodded. Her smile crossed her face, she needed to really smile after everything that happened.

There was mysteries that would be solved in due time but right now, the entire group was going to have to find their way home, for better or for worse.

"I think that I can get behind," Gwen said as she locked arms with Peter as both sides swung out into the night and left SHIELD with their investigation.

It was time to turn in.

**To Be Continued.**


	17. Picking Up the Pieces

**Chapter Seventeen: Picking Up the Pieces.**

The day after the day of Doom, the web slinger was trying to mentally pick up the pieces along with the rest of the world. He swung over the streets of New York City and he picked up a heavier pace. His heart hammered against his chest as he made his way back home. The only solace that he felt was that there were no crimes in New York City.

' _I thought that there would be some looting, although maybe they're not stupid enough with all of the heroes around, they would have to be pretty dense after all,'_ Spider-Man thought as he kept swinging really quickly above the city streets. He felt his shoulder get completely numb as he realized that the bumps and bruises that he had during the battle against the Mad Thinker and Doom were not healing. _'Oh boy this is going to be a fun day."_

Spider-Man kept switching, his shoulder nearly rolled out from underneath him as he dropped down. He made sure that no one was watching him and the web slinger pulled his mask off and then changed into his normal clothes.

"So did you run into anything?" Gwen asked.

"Just a normal routine patrol, nothing crazy," Peter said as he greeted Gwen with a hug and a long kiss, which she returned. She led Peter inside. "If SHIELD has any idea what happened to Doctor Doom, they're really keeping it quiet."

"Figured as much," Gwen said as she sighed in a frustrated manner. Peter placed his arm around her shoulders and steered her down onto the couch. "Don't think that we're going to get much news out of this situation. I would be happier if I knew where Burchill and Doom was, whether it be dead or alive."

"Believe me, I would be a lot more at ease too," Peter whispered as Gwen placed her hand on his and squeezed it. The blonde kept a nice grip on him. "So…..how are you doing?"

"I wish I could say that I was better, but…..I'm still trying to wrap my head around this entire mess, and exactly what Doom tapped into," Gwen said. "Magic….not my forte."

"You're speaking to the wrong person if you want an explanation for that," Peter said as he held Gwen against his waist. The blonde rested her head down onto his shoulder and she shifted a tiny bit against him.

"You think?" Gwen asked as she sighed and rolled her shoulders back. "Seriously, we're people of science so when magic…."

The phone rang and Gwen walked over to answer it. She really hoped that it was some good news for a change because she was pretty much sick and tired of the fair share of bad news that she was getting as of late.

"Hello?" Gwen asked and there was a smile that went across her face. "Mary Jane….hi….yeah it's about as nuts as you thought it would be…..oh really, you're coming in today….for how long? Well that's great…..Doom's little attack was there, figures about as much, yeah, we'll see you then I guess. Goodbye, talk to you later."

Gwen hung up and Peter looked at her curiously. The blonde was certainly going to fill him in. "Mary Jane says that she's on her way. If her plane is on time, she should be here in a little bit."

"Providing her plane arrives here on time," Peter said as Gwen nodded.

"Providing that," Gwen said as she recalled that there were a lot of problems regarding flights and them not landing right. Everything was out of control after Doom's little gambit and things were just going to get worse.

Peter picked up the remote control and picked up the news. He was bombarded with the latest events. "People are baffled with the sudden disappearance of Doctor Doom who disappeared just as soon as he arrived. There are many theories about what happened to the former ruler of Latveria and it is up in the air what will happen to the country now given that their leader is missing in action. Any reports have not been confirmed, although we will have more."

Peter knew that SHIELD was dealing with that, at least the best he could determine. However, if he recalled things correctly, Doom actually replaced a far worse dictator. Peter could not even begin to fathom anyone being worse to Doom but he supposed that things could in fact be far worse. The Leader of Latveria that came before Doom was about ten times far worse than the man who replaced him.

"Which is code for information is not being dropped onto our lap, so we're going to pretend that we don't know what is going on," Gwen said and Peter raised an eyebrow. There was one statement that escaped his mouth.

"Pretty much yes," Peter said as he saw the news reports of the cleaning up of the center. Naturally Captain America was in the center of it because if there was anyone who was a standard bearer, it was him. He smiled as he watched the images on television, Captain America motivated the clean up crew as only Captain America could.

"Well, we're going to rebuild….and I just don't mean New York, the entire nation," Gwen said as she placed her arm around Peter's waist. The blonde grinned widely as Peter looked at her. "It's going to be up and to the sky from now and for a very long while."

"Well that is about as corny as everything else but….I have to admit, I would have to agree," Peter said when he backed off from Gwen's glare. "So are we going to surprise Mary Jane at the airport?"

"I think that she would feel more welcomed if someone came to greet her," Gwen said and Peter smiled. "So after you?"

"If you insist," Gwen said to Peter and Peter's wide grin went across his face as they prepared to greet their friend at the airport.

* * *

"Gwen, Pete….so great to see both of you," Mary Jane said as she threw her arms around Gwen in a tight hug and then stepped back with grace and glee and did the same thing to Peter, hugging him tightly. There was a grin across her face but she quickly had a neutral expression.

Perhaps it was just Peter's imagination but he could have sworn that there was something about Mary Jane that was completely forced. She was in a good mood but it looked like….well it looked like that there was something odd.

' _Okay, that's kind of weird,'_ Peter thought and he shook things off as he looked at Mary Jane. She seemed to be in a pretty good mood herself. The redhead woman threw her arms together across her chest.

"So, are you doing okay, Mary Jane?" Gwen asked and for a second, Peter thought, perhaps amused, that she thought pretty much the same thing that he did.

Mary Jane frowned for a second and there was this moment where she looked over her shoulder. She shook her head and blinked twice. "I'm good….."

"Well fine," Gwen said as she led Mary Jane over to the car. "Are you glad to be back in New York?"

"Pretty much, yes, it is home after all," Mary Jane said brightly as she placed her hands on her hips. LA was a great place to visit but there was a lot of insanity.

Mary Jane's cell phone rang and once again, Peter and Gwen noticed the agitation that was in her eyes as she picked it up. The redhead lifted the cellphone and there was a moment where anger crossed her eyes, but one would have to be very attentive to pick it up. Unfortunately for her, Peter and Gwen were the two types of people who were attentive.

"Mary Jane?" Peter asked and the redhead waved things off.

"Sorry wrong number, you know how that goes, it seems like people can't dial the phone right anymore," Mary Jane said and Gwen corked her eyebrow.

"There isn't anyone bothering you, are they?" Gwen asked.

Mary Jane Watson looked very much like a deer in the headlights but she shook off that line of questioning. "There's no one bothering me, everything is just fine, really, wrong number, it isn't like that someone keeps calling me."

' _Hmm, that was oddly specific,'_ Gwen thought but she caught Peter's eye and she could tell, despite not being gifted with the ability to read minds, that he was thinking along the lines of the same thing.

"I can handle myself in the big city after all," Mary Jane said and there was no question about it.

They drove home without an incident and they saw Kitty sitting there at the doorstep.

"Mary Jane, it's been a long time!" Kitty said in an excited voice as she bounced up to her feet and thankfully she did not trip over said feet in excitement because that would be completely embarrassing and really bad.

Mary Jane was glad that she got a lot of amusement out of that because after that creep had been calling her all hours of the night and day, she had not had many reasons to smile. "Kitty, good to see you, how are you?"

"Oh pretty good," Kitty chimed in and she greeted her other two friends with a hug.

"Is the Institute coping well after what happened?" Gwen asked.

"Most excitement the New Mutants got in a long time," Kitty said as she bopped her head up and down, but Peter looked at her.

"Did you inhale a truckload of sugar before coming here?" Peter asked and Kitty shook her head. "Are you sure?"

"Yes, Pete, I'm sure,' Kitty said as she placed her hand on the side of her head, adopting the pose of the Thinker. "It's been a while since the four of us, have been able to get together."

"You make it sound so torrid," Gwen said, unable to suppress a grin.

"No, I didn't mean it like that, oh Gwen, you make it sound so….so….well just so!" Kitty yelled as the proper words failed her. She shook her head, placing her hands upon her hips and her stomach inhaled and exhaled.

"Hmm, a brunette, a redhead, and blonde….seems like a party," Peter said in mock excitement but Gwen lifted her hand.

"Down boy," Gwen said as she shook her head in amusement and Kitty and Mary Jane are laughing.

"Ah, you mean this isn't going to turn into one of those harem stories….although I suppose it's too late in the game to change directions now," a voice in the bushes said and Mary Jane nearly jumped ten feet off of the ground.

"What the….Deadpool, what are you doing here?" Peter asked as he saw the one, the only, Merc With the Mouth, pop his head right out of the bushes.

"Making a cameo, you'd think that my name was Stan Lee with action like that," Deadpool said as he shook his head. "And the thing is, considering that half of the women in the free world want your webbing all over their faces, you could easily make it into one of those harem stories, but I guess it was not to be."

"What the hell is he talking about?" Mary Jane said and Gwen face palmed.

"He's Deadpool, just nod and grit your teeth," Gwen whispered as she threw her head back with a sigh and he was gone.

"Well that was kind of weird," Kitty said and Gwen opened her mouth. "I know it's Deadpool, we don't have to explain it."

"Oooh…why did you have to reference that?" Deadpool asked from off screen. "I think we all put that behind us….but anyway, I'm gone….see you the next time I show up….don't mind me, pay no attention to the Merc behind the curtain."

Peter sighed, words did in fact fail him but that was Deadpool for you.

* * *

SHIELD was buzzing with the investigations and they were also trying to keep up with the clean up efforts from around the world. Not to mention there was enough residual magical energy in the air that worried them all.

"Get on it then!" Fury barked and the Agents of SHIELD got on the ball. The one eye of the eagle eyed Director of SHIELD was locked onto them and they nodded their heads up and down. They kept walking around like chickens with their heads cut off. There was a few seconds where they paused.

"Sir it's….."

"Did you find something?" Fury asked as he coughed for a moment. He had lost more than a couple of steps over the years, years ago, Doom would not have been able to put something like this past him. There were people wondering why these death machines were kept around after they had nearly destroyed a bunch of people. SHIELD spent the better part of the last three years going through Norman Osborn's stocks.

"We found a console….a factory that was mass producing them, Burchill might have purchased it from OsCorp underneath an assumed name, but she needed the mastermold files from OsCorp," the agent said as he extended his hand. He was a fresh faced young man and he was only a couple of years out of the academy.

"Well, until we find Burchill, we won't know much of anything," Fury said and there was no idea where Burchill and Doom went and he did not like that. They were two individuals that he liked to keep underneath his watchful eye at all times.

"Tony Stark is calling you, sir."

"Patch him in then, what are you waiting for?" Fury barked as he folded his arms over his chest and the communication link for Tony Stark popped up and Fury leaned forward. The face of the hero known as Iron Man popped up. "So, Stark, what do you have to say to me…."

"Well the energies that they created, they're dying down," Stark explained as he swallowed a lump in his throat and continued. "The problem is….the area around the Laveria embassy, there's a barrier that we can't get inside and there are some unsavory characters that were walking around the parimeter of the base….HYDRA."

"HYDRA!" Fury snapped as he was not in a good mood. "You, Rogers, and Thor are….."

"Relax Fury, we're on the case, Johnny on the spot and all that stuff," Stark said with a bright smile although Fury was not seeing any kind of good humor. "You know, there are times where I think that your sense of humor was surgically removed at a young age."

"Never mind Stark, there's nothing humorous about HYDRA, given that….the last intelligence we had, they splintered into several factions, and they are going to war with each other," Fury said and Stark half raised an eyebrow.

"That's good, isn't it?" Stark asked but Fury gave him a glare that could cut through steel. "Okay, what did I do wrong this time?"

"If HYDRA goes to war, they're going to draw a group of innocent people and not care who they take down in the process," Fury lectured as he pressed his hand down onto the console as he looked over his shoulder and he saw two more agents and Avengers approach. "Barton, Romanov, go there to the scene of the crime and see if you can figure out who is behind the HYDRA agents lurking around."

"At once Director Fury," Natasha said and Clint nodded as the two agents of SHIELD walked off and Fury turned around, looking over his shoulder.

"Someone get me Coulson on the line, I have a job for him and his team!" Fury barked to one of the SHIELD agents and he scrambled to obey, nearly tripping over his feet.

Fury took a long deep breath and realized that he had more than a few problems. And most annoyingly, a lot of his headaches surrounded around Spider-Man. The readings from the SHIELD experts told the tale that the source of energy that Doom stole reacted quite strangely to Spider-Man. And Fury was no stranger to the strange and the mysterious. He was not easily disturbed as he flipped through the reports.

"So what do we tell them?"

Fury could tell that he got the question from one of his advisors and he placed his arms across the back of the head. He pondered it, not for long but for a moment or two. Long enough where he developed an uncomfortable enough silence.

"Sir."

"Leave it alone for now," Fury said as he knew that this was a very dangerous game. Spider-Man had always been an object of interest, given who Peter Parker's parents were. As he grew as a crime fighter, he had been someone that Fury watched. It was rather interesting how he obtained the spider powers and he was not killed by them over time. Logically speaking, he should not have died.

Gwen Stacy on the other hand, she was interesting as well. There was something about her that indicated that she was in part the brains behind the Spider-Man operation, at least for the most part. Fury was not sure exactly what he wanted to think about this but he knew that young Miss Stacy was also one to watch.

' _How did it react to her?'_ Fury asked as he decided that SHIELD would delve into those problems immediately.

He barely even noticed one of the SHIELD agents that stood at his shoulder. Slowly, Fury looked over his shoulder and he raised one eyebrow as he stared down his SHIELD agent.

"Yes," Fury said gruffly.

"It's….it's Coulson sir, he's on the line, you wanted to talk with him," the agent said and Fury nodded his head as he walked off, wanting to get the news from Coulson straight away just like that.

He had many problems to deal with but that was just another day in the life of Nick Fury.

* * *

Oh that's amazing, simply amazing, how do you do it anyway!" Megan cheered as she looked at Peter and Peter raised an eyebrow for a second. Angelica shook her head at the young girl and even Jubilee looked slightly more composed. The male new mutants cackled for a moment, although Sam was trying not to look….well he was trying not to look like he was too amused.

"Well it does take a lot of practice, and it really is not being amazing, it's just a lot of skill," Gwen told the girl and Megan cupped her hands to her mouth as she threw her head back. She gave a very prominent. "I know" type expression as she shook her head, coughing a tiny bit. There was much laughter.

Kitty and Jean, who helped observe the lessons shook their heads. "Alright you girls, knock it off."

Jean placed her hands on her hips and she was taking the stance as a defecto leader of the X-Men, now that Scott was leading part of the team on a mission. It was an attempt to track down Logan. With any luck they would find him. Logan had pulled those disappearing acts before but nothing quite like this. He was off of the grid completely.

"Okay, knocking it off," Jubilee said as she gave Jean a mock salute and a slight little grin but the young mutant knew that she should not try the young woman with great cosmic power too much.

"So any luck on the mission?" Peter asked Jean as they walked out of an earshot, with Kitty and Gwen following them.

"No, with the Professor on an indefinite hiatus and…..with Scott pretty much taking more missions away from the school, it's just Ororo and I running things," Jean said and she was not going to lie, things were not as cozy as they seemed to be between her and Scott during their teenage years. In fact, he was becoming more obsessed with his leadership and putting the best face forward and Jean was often criticized for the somewhat more brutal stance that she took against criminals.

What she did to Creed was justice and no one would never know about it. She did not really kill anyone, she was not about to go that far, but she did wipe some memories out. It was a fine line but as she tapped into more of the Phoenix Force over the past few years, she became a bit more feral and perhaps a bit less inclined to human emotions.

"Oh….well any luck in…."

"Sadly nothing but dead lead after dead lead," Jean said as she shook her head and there was no question about it, there was frustration that was being felt by all. The redhead woman crossed her arms over her chest and shook her head.

"And SHIELD doesn't….oh I forgot they're not really in the business of giving out any information," Kitty said.

"Well super secret spy agency, they wouldn't be too friendly," Gwen said as she folded her arms against her chest fretfully, the blonde rocking back from one side to the other as they could see a few other individuals as they walked through the walls of the mansion. Beast gave them a cheery wave but he was working on an assignment.

"So….are you ready for the field trip for the newbies?" Kitty asked and Gwen and Peter nodded, they had been planning this one for a long time. Peter, Gwen, Kitty, and Laura were taking the New Mutants on a field trip into the great wilderness for three days. It was more of a survival exercise than anything and also it was a training exercise.

"Yeah it should be fun," Peter said in an excited voice, he could not really help himself and even Gwen nodded up and down with amusement blinking through her eyes. She closed her arms underneath her chest immediately.

"Although, didn't they say that there were some mysterious disappearances in the area?" Gwen asked and Jean held her hand up.

"Not a problem….really, I think that it was just a couple of hikers that got lost and….they didn't have any training like you do, you'll be fine," Jean said in a reassuring voice.

"Besides, Laura is coming with you," Kitty said as she jumped up and down, looking like she was on a sugar high. "She's like Logan, the best in the world at what she does…..even though she looks far better than Logan at doing it…and stuff."

"I beg your pardon," Laura said, she was just running through some drills in the Danger Room so she was in far better spirits than she would have been without them. She looked at them and Kitty perked up as she saw Laura.

"Oh Laura, hi….we're just talking about…..the field trip that we're going on, you know the one in the wilderness," Kitty said in an excited voice.

"How much sugar are you in-taking anyway?" Gwen asked with a raised eyebrow and Kitty shook her head, rolling her eyes into the back of her head.

"Well being on a high amount of sugar would explain a lot," Jean said but she looked at Laura. "Are you still…."

"Yeah, I'm in," Laura said and she looked a bit surly, but then again that was her nature. It was going to be fun to get outside the Mansion. The fact that it was an area where Logan navigated intrigued her and really, she was rather intrigued about it.

"So, I guess it's settled then," Jean said and Laura nodded.

Peter frowned, there was something about Jean's demeanor that looked a bit unsettling. He walked behind her for a few seconds and she stopped.

"Yes, Peter, what is it?" Jean asked.

"Are you sure you're feeling okay?" Peter asked, Jean did help him mentally overcome the problems with his mutation disease all those years ago so there was somewhat of a bond there.

"Yes, I'm fine, just have a lot of work to do, Ororo's good, but I'm picking up a lot of Scott's slack now that he's off on these missions," Jean said and Peter had a sense that there was more to that, but he did not press.

* * *

"We've got the stuff, let's book it before any of them show up!" one of the thugs cried as he started to scramble to the nearest exit. The other three thugs were carrying something that was overflowing in his arms.

"Hey, relax man, you know there's no way those heroes are going to catch us, they aren't going to sweat the small shit, when the big stuff….they're working about cleaning up…."

"Well, I hope you're not offended that we're going to take time out of our busy day to teach you boys a lesson about manners," a voice said and the thugs looked up, their mouths hanging agap. One of them found a few seconds where he could say the obvious.

"OH SHIT IT'S SPIDER-MAN!"

"Really….well I hear that a lot," Spider-Man said and a grenade hurled at him. It was a bit homemade so it did not work as well. It released a little smoke but the web slinger was already coming down on the back of the head of the goon. "Oh jump on a thug, win a prize, what did I win?"

"GET OFF OF IT WEB HEAD!" one of them yelled as he tried to blast Spider-Man. The web sligner ducked and much to the agitation of the thug, he turned to face him.

"You goon, you're trying to take me out!" another thug yelled but the web slinger bounced back and forth.

"Oh, so close, come on, I've seen grannies shoot better than you have," Spider-Man said with amusement dancing through his eyes. "So close, so close, even closer, so far, but so close."

Spider-Man used a ball of webbing to take out their guns but a large individual rushed behind him.

Spider-Man's spider sense warned that the enemy was coming but an electrified net of webbing wrapped around him and dropped him down to the ground.

"Oh Gwen, perfect timing," Peter whispered out of the side of his mouth as he breathed in and out. The web slinger shook his head and Gwen rolled her shoulders back after a few seconds.

"I figure that you would need a bit of help, so I decided to give you a bit of a hand," Gwen whispered to him and there was a swinging baseball bat.

The web slinger dodged the attacks as it went down. The two spiders surrounded their enemy.

"Really, a bat, well that is rather…unrefined," Gwen said as she shot out a cable from her suit and ripped it from her hands. Then there was a thunderous attack as she knocked her adversary down to the ground.

"Heads up!" Peter yelled and the web slinger ran up the walls as another thug, who had been hiding in the shadows, pulled out a rocket launcher. "Well that's not unrefined, that's very refined."

"You two web heads will be dead heads!" he growled as he held out the the weapon and Gwen hung her mouth open.

She was going to comment on the absurdity and the abject cheesiness of that statement but she preferred to do it when she was alive. Her heart started to hammer across her chest. The blonde dodged the attack and she waited for her fellow spider to move in.

There was a line of cables that wrapped around his feet as Spider-Man hurled himself into the air and with the full impact of his feet, brought himself down onto the top of the head of his enemy. He bounced back up hard.

The web slinger slid back as the Iron Spider looked back.

"So, I think that we've got that?" Iron Spider asked and Spider-Man managed to secure the thugs, all of them hanging upside down by their ankles.

"Okay, now that you boys have some time to hang around, you can think about what you were….."

Spider-Man turned around as his spider sense went off and suddenly a canister flew through the air. It broke apart, releasing a gas on him. The web slinger took half of a step back and shook his head.

"Wait….someone through a stink bomb at me…..well that's…..actually I'm pretty sure that's happened before," Spider-Man said as Gwen looked at him with half of a raised eyebrow. The woman shook her head.

She looked up into the shadows but the perp was gone just as quickly as he arrived.

"It's not really worth going after some hooligan," Spider-Man said to her and she nodded. "I might need to take a shower though."

"I'd say so," Gwen said and she looked over at him and caught a whiff of the stench that he had. "Well….at least you're not in denial about how much you stink."

"Oh that's funny," Peter said but he caught a whiff of himself and he pulled a face. "And it's somehow accurate as well."

The two spiders were off as the law enforcement was this close to coming there and dealing with these individuals. There were hanging upside down immediately and they whimpered.

There was a figure who lurked in the concrete jungles of New York and he jotted something down on the notebook.

"That is no ordinary stink bomb, my friend," a crisp Russian accent said in the shadows. "So the hunt begins, once more but it will be my crowning achievement. You're not going to get away from me that easy."

He slunk into the shadows, biding his time. Sooner or later, Spider-Man would be on his turf and the hunter was prepared to hunt. He slunk deeper into the shadows, his menace flashing through his eyes as he prepared for the next movement.

The time for the hunt was at hand and he would have Spider-Man's head mounted as his crowning trophy on his wall.

**To Be Continued.**


	18. The Deadliest Game

**Chapter Eighteen: "The Deadliest Game."**

"For years, I've hunted the biggest game of them all, I've hunted the web slinging super hero known as Spider-Man," Kraven said as he consulted the journal which detailed his previous bouts with Spider-Man as he slunk into the wilderness. "He is no ordinary man and most certainly he is no ordinary spider, he is much more than that."

The hunter was on the hunt, crouching in the shadows, his arms folded against each other, with a sadistic grin on his face. "He is the deadliest game of them all and someone who has eluded my capture. I have had the rarest beasts in my collection, beasts that have been endangered, I have made extinct. If they were fit to survive, I would have not been able to capture them. I have the speed of the cheetah and I am strong as a lion and cunning like a panther. The chemicals excreted from various jungle animals have proved that no concrete prison has been able to hold me."

The hunter walked into the distance, as he entered the back of his van, to pull out the traps.

"But age slows even the mightiest of beasts," Kraven grumbled to himself as he folded his arms together. He dangled a bear trap from his hand as he remembered all of the hunts. "I should have been able to capture what was merely a child and one who would not be silent. He has no sophistication at all but there were instances where I came close."

He placed a sniper rifle over his shoulder and shook his head.

"It is not sophisticated at all, I will win this day," Kraven said as his teeth gritted as he locked his hands together. A large metal ball on the end of the chain was pulled out. "I have wrestled bears, I have mauled lions with my bare hands but I have not been able to defeat this child. That is why, he is, a children."

Kraven picked up his arsenal of weapons and he entered his van.

"Time to set up an obstacle course where not even Spider-Man would escape, oh yes, he tracks close, the residue I sprayed upon him has allowed me to track him, no matter where he goes in the world, it will wear off within a couple of months naturally, but he thought that he was clean because the scent was gone, the lack of scent makes the trail stronger," Kraven said as he shook his head. "Foolish city children, worrying about their stench, but it matters little right now. Spider-Man continues to play into my hands and I will play him."

Kraven could see the group making their way into the wilderness. Most of them were out of their element but he held his head back after a second. He coughed after a second as he picked up a rather familiar yet at the same time unfamiliar scent.

"This one, she smells like the illusive, Wolverine, I had not managed to capture that one, despite a few attempts, but she….she will do nicely as a consolation prize on this last hunt," Kraven said as he looked out into the wilderness. "This will be my final hunt and it will be my greatest hunt, in fact I will crush anyone underneath my foot who denies me."

He once again marked a few notes on the paper and he craned his neck backwards.

"They would not survive without their modern convenience, but I am stronger than them and I will take out those two and keep them as trophies….the rest will perish, no witnesses can be left," Kraven said as he crossed his arms, a nasty grin across his face.

"Everyone keep up now and remember….you need to follow orders, otherwise, you'll get lost in the wilderness and it's unforgiving."

"You don't know how unforgiving the wilderness is, comrade," Kraven said as he gritted his teeth and he could sense the one who was Spider-Man. It would be easy to take him out right now but not yet, he was not going to do so yet. He's not going to spoil the thrill of the hunt by jumping the gun.

He thought that he had outwitted the mighty hunter but he had a plaque on his wall that was created for Spider-Man.

He dropped down and kept mindful of his surroundings, there was a bear that growled in the woods immediately. Kraven knew that the creature would not bother him and it was in the distance. And if the creature did bother him, well he would skin it.

A knife was removed from his belt as he examined the vine with the berries.

"Not good," Kraven grunted as he ran his hand over the vines. "They lead to hallucinations."

He was an expert on what to take in the wilderness for food and his breathing continued. He slipped into the shadows once more and once again continued. The girl who had the scent like Wolverine looked over her shoulder towards Kraven but he lifted one clawed finger, his teeth rather pointed as he kept looking off to the side.

"She does not know what the true hunt is like," Kraven said as he ensured that his van was there and continued to set traps. There were any number of methods that would lure his prey into the trap and cause him to go down.

He could smell his prey reach closer and he pulled out his journal.

"The prey is setting up camp, he has no idea that he will be the one who will fall down hard, and they are finding wood, foolish children, thinking that their abilities will kept them," Kraven said as he wrote down a few more words in his journal. He picked up a spear and started to stroke his hand down the wood staff and then began to sharpen it.

The hunt was something that lead to great excitement, it was greater than sex.

* * *

"This is a stupid idea, and all of us are stupid for doing it!"

Kitty said this statement immediately and Laura looked at her in amusement as the New Mutants, all five of them, were going around in a hap-hazard manner. She corked her eyebrow, her eyes shifting in half of amusement before she told them one thing. "You're telling me?"

"Yes, I'm telling you and….oh you're kind of winding me up, aren't you?" Kitty asked and Laura slowly nodded her head. There was a scowl that appeared on Laura's face as she crossed her arms together. She was not really having a good day. "Seriously, we are going on this field trip with the X-Babies."

"You do realize that they don't like you calling them that," Gwen said as she looked at Kitty with an amused look and the brunette mutant simply rolled her eyes as she shook her head.

"Yes, I realize that, but yes, I don't care," Kitty said as she looked at them. "And all this new mutants thing did was give three more members to Peter's unwilling harem, that's not really a harem….speaking of which, didn't you…."

"Kitty, not one word about what happened when we were all drunk," Gwen told Kitty and the brunette mutant clammed up immediately. She was pretty sure that nothing she said whilst under the influence could hold up in a court of law, at least that was her story and she was sticking to it.

"Something's up, I don't like it," Laura said as she smelled around. "Doesn't smell right either."

"Are you sure that's not the portable toilets?" Kitty asked and Laura gave her a dirty look. The brunette threw her head back and shook her head. "You know, no one can take a joke anymore."

"I'm going to go see what's going on, stay here," Laura said as she could see that there was something in the shadows. The young feral mutant crept into the shadows.

"It was likely a bear or something," Gwen suggested as she shrugged her shoulders. "Not really anything to worry about, really?"

"Don't know," Kitty said shaking her head as she frowned immediately. Her heart drummed a few beats across her chest as she reared her head back after a few seconds. There was something in the offing and something that she did not like.

Laura showed up into the shadows and she looked around, seeing Peter there immediately. He frowned.

"So, I wasn't the only one who noticed something, was I?" Laura asked and Peter shook his head. "Spider sense?"

"Yes, spider sense," Peter agreed as Laura leaned up. The young mutant could sense that there was something here.

Immediately tranquilizer darts shot out from every direction. She ducked and rolled and he dodged out of the way.

"You didn't get hit did you?" Laura asked as she looked at him and Peter shook his head. "That was a warning shot, he's toying with us, whoever he is?"

"Pretty much, just keep your head down…."

"I know how to do this, this isn't the first time I've been through something like this," Laura grumbled as her arms crossed over her chest.

"Well that's good, I know it isn't the first time but you know….I wanted to make sure that you understood what you needed to do," Peter said to Laura after a few seconds and suddenly, there was a moment where they stepped on the wrong spot.

Spider sense went off about three seconds too late, as they were plucked off the ground and then they were hung upside down in a net.

"Well, this is…." Peter said and Laura grumbled, she could not use her claws to cut herself free, without slicing Peter into ribbons. If she was there alone, she could do it, but with Peter there, she could not even begin to cut herself free.

Not to mention the various obvious fact that she was stuck in the net without anywhere to go and her frustration continued to escalate past another point. No matter what, it was hard for her to get out and then there were footsteps that caused her to take pause.

"Well well, well, it's a two for one special, we're going to have a pretty good day, yes?"

Peter shifted against Laura, who was very annoyed that he was pressed up against her in the net in such a way.

"Who the devil are you…."

"Bah, this cannot be, I recognize you up close, I had you captured all those years ago, as bait for the Spider-Man and you are him, you are Spider-Man," Kraven said as he looked at Peter Parker. He remembered it all, he had a very long memory, he remembered every single last hunt that he had been through, the good hunts, the bad hunts, the hunts that had not ended as well.

"I don't know what you're talking about," Peter managed although there was one thought that went through his mind and he was face to face with a rifle.

"You do know what I'm talking about, Spider-Man," Kraven said as he grabbed onto the edge of the net immediately. "Tell me, do you think you find yourself funny, to make a fool out of Kraven? You make like the jackass to me, yes….."

"Well no, but yes, but….I'm not Spider-Man," Peter protested, hoping that he could bluff his way out of this one.

"Bah, you cannot fool me, the hunt is not a lie, the hunt is the only truth," Kraven growled after a moment and Spider-Man tried to work his way out of where he was. "You know it just as well as I do, my friend. You, Spider-Man, are nothing but a child and I am the mighty hunter. I'm going to crush you, just like that, my friend. The scent lead me here, and the scent was there."

"So if you think that I'm Spider-Man, why don't you just shoot me now?" Peter asked.

"Yes, I could very well shoot you, but I have something else in mind, my friend," Kraven said. "I am not some brute, I am someone of sophistication and I'll show you….I'll show you big time."

* * *

"I wonder what he's going to show us," Laura managed as she tried to get out of there. "He's making a big mistake."

"Oh I don't know, he seems to be doing everything pretty perfectly….right about now," Spider-Man grimaced as he tried to get his way out of the containment. So far, there was no way out. The web slinger once again tried to twist his way out but the more that he tried to get out, the more he was trapped in one single area, unable to get free.

"Yeah, don't remind me, there's got to be a way out of here," she managed as she tried to twist her head out of where she was but she found that that was a bit easier said than done. She craned her neck in an attempt to break free but all she did was get a strained neck. "The kids….they're in trouble, Gwen and Kitty…."

"I know, but my spider strength is not breaking this material, and are your claws….."

"Look unless you want to be ripped apart, I don't think using my claws are anywhere close to a good idea," Laura managed as she turned to twist and turn from the direction she was. She could not even move where she was and the tight material strained against her. The woman found herself unable to get free, the more she struggled, the harder it was to keep her head up above the water. "DAMN IT!"

"Don't….just don't lose your cool," Peter said, even thought keeping someone's cool was easier said than done.

"I'm not losing my cool, I'm keeping cool," Laura said as she gnashed her teeth angrily and Peter craned his neck, with one word flowing out of his mouth. He could not help himself, he tended to be someone who spoke before he thought.

"Really could have fooled me….."

"Well I don't see you trying to figure out a way….can't you web onto anything?" Laura asked and Peter's annoyance rose up a little bit as he craned his neck to look at her.

"Does it look like that I can move my arm?" Peter asked and Laura nodded. Tensions were high, given how they were pressed together in the net. They were not going to get out any time.

"And the rope won't snap, no matter how hard we fucking move!" Laura snapped, losing her temper, and Peter saw the images of Wolverine in her eyes.

Of course, Peter did not want to bring up that point because he did not want to get gutted to death with the claws, he preferred to stay in tact, thank you very much. His breath continued to jump up a little bit as he tried to turn his way from the net but found….well he found that escape was a real son of a bitch.

The taunting laughter of Kraven did not help their mood as the hunter from mother Russian by way of Mother Africa, who despite having two mothers was very ill-tempered, was looking at them. He saw the prized catch.

"You know, leaving us in a net isn't going to win anything," Laura said as she imagined what she would like to do the hunter. Skinning him with her claws, that would be a good thing.

Laura had no idea why she was so distract being pressed up next to Peter like this, but it was startling to make her become feral and made her want to do things she was pretty sure….no she couldn't think it about it.

"It is very simple, you are dangerous prey, but there are more ways to defeat you, yes?" Kraven asked as he looked at him.

"Look, Kravinoff, if this is about Spider-Man kicking your ass, I can….."

"You're still in denial, young man, and I still am not happy that I used you as bait, for the trap which I baited you for," Kraven said as the fumes from the chemicals were starting to get it. "Law of the jungle states that only strong will survive. But Kraven states that Kraven is strong, therefore, Kraven will survive. You see, I could hunt you down and beat you….."

"Well why don't you do it then?" Laura asked as she was imagining wearing that guy's head for a hat. It was a delightful image that was compensate for the sexual frustration she was having right about now.

"You seen….that's just not how things are done, my friend," Kraven said as he looked around and held a knife between his teeth, testing it. The hunter was a real piece of work and Peter liked him less and less the more that he stayed around him. "You go into jungle, you hunt, it's the law of the game, but the law of the jungle is that you never allow your prey to get a chance….rather you break them down, and then…."

"English, do you speak it?" Laura asked as she wondered if the drugs that Kraven used to make himself strong had made him a bit….well brain dead.

"Those children, so young, so innocent, I want you to see death, so you can appreciate it, and the other two, well….they should not have been out in the wild, you see they have no business out here, Spider-Man and….Wolverine," Kraven said, dubbing her that for lack of a better term.

"Look, I don't know if you have your eyes screwed up, Sergei, but….she's more a Wolverette really," Peter said and Laura was very annoyed with him now, more so than usual.

"Will you just shut the fuck up?" Laura growled at him. She felt a stirring that was driving her completely made and the scent that she could still smell on Peter was not helping.

"Well, I hope you enjoy me destroying the young, then perhaps you will beg me for a death with dignity," Kraven said and Laura popped her claws out.

"Are you trying to kill me?" Peter asked.

"Not intentionally," Laura said as she managed to cut them down, somehow, and all Peter got was a really bad haircut.

"How did you do that?" Peter asked.

"I'm the best in the world at…."Laura said but she shook her head. There was no time to fool around, she needed to find Kraven.

* * *

The mighty hunter was on the move but so was Spider-Man and X-23, at least they were trying to do so. The web slinger looked up and he sensed that there were a few more traps.

"This way," Laura whispered, she was not in a sound mood but she was sound enough to keep going. Her heart drummed against her chest as she took half of a step off to the side, but she craned her neck backwards as well.

"Yes, I know," Peter said as he had his web shooters on but that did make him look a trifle more absurd than usual without the rest of his costume. The friendly neighborhood web slinger turned his head back a little bit.

So far the New Mutants, Gwen, and Kitty were sitting around the fire. Peter was watching closely, if he knew Kraven, he would shoot them in cold blood. He could not allow that to happen, no matter what, he was not going to have anyone die on his watch. The web slinger opened his fist and closed it immediately, the stickiness of his fingers going together. He craned his neck, prepared himself to move, and may the spider sense be with him and be his guide.

Laura did not need any spider sense, pure animal instincts, and sure enough, she could see Kraven up in the tree. She jumped up like a wild animal and pounced, knocking the mighty hunter out of the tree.

"You….it's impossible!" Kraven yelled and Laura slashed at his face but he used his cat like reflexes to get away.

"Very possible actually, but we're not about to argue about it," Spider-Man said as he tried to latch onto the ankles of the hunter but the hunter rolled himself out of the way. He had a dagger that he tried to plunge into Spider-Man's face.

"You fight like a spider, you will be crushed like one!" Kraven said as he prepared to blast Spider-Man away with a shotgun but Laura was on the case, as she slashed the gun. He slid back with a grin and then threw a powder blinding her. "She's just like any animal, disable her senses, and she's nothing but a drowned little kitten."

"Yeah and you're nothing but a big ugly hairball," Spider-Man said as he shook his head and bounced off back to the attack. Kraven had two knives and he nearly carved Spider-Man to ribbons.

"You think that you make with the wit Spider-Man, but you're nothing but a child," Kraven said but suddenly there was a blast of fireworks from camp that caught Kraven off guard.

The web slinger kicked him in the back of the head and knocked the mighty hunter off of his feet. The hunter tried to use a blow dart gun on him but Laura sliced it out of his hand and Spider-Man nailed him up against the tree.

"Looks like the mighty hunter needs to keep his eyes on the prize….ARGH!"

Kraven nailed him in the throat and doubled the web slinger over. He grabbed Spider-Man around the throat and pushed him down onto the ground, stomping on the back of his neck. With a fluid action, he bent Spider-Man's neck back.

"You were saying, I will skin you and put you on my wall…."

Laura was trapped in a cage that Kraven had sent down by remote control. She tried to hack her way through but the electricity caused her to be knocked onto her ass.

"Yes….bad breath….just kill me and get it over with," Peter said as he saw a hive of bees that were stirring up around Kraven's head. The web slinger coughed immediately as he was pushed back against the tree. The web slinger was caught off guard, his head squeezed in between the hunter's hands.

"Any last words Spider-Man," Kraven grunted as Spider-Man managed to shoot his webbing at the bee hive and cause it to drop down on Kraven's back.

"Yes, bee seeing you later," Spider-Man said and Kraven howled in absolute misery as the bees came down onto him hard and started stinging him again and again, to the point where he was absolutely tormented by the process.

"YOU….BEES!" Kraven howled at the top of his lungs as he nearly scrambled for the nearest body of water. He was not in a good enough spirits to even come back.

Spider-Man walked over and unlatched the cage, which allowed Laura out immediately. She slid out immediately and she eyed him, with a confused look on her face and she mouthed one thing to Peter, mouth hanging completely open.

"Bee seeing you later?" Laura asked and Peter shrugged. "That is fucking cornball, even for you."

Kraven rose up out of the water, swelled face, and covered in bee stings with a sniper rifle in his hand. The situation somehow seemed less comical than before given that he advanced on them. His face was swelled.

"No more games, no more games, it ends here!"

BANG!

BANG!

Two shots but Spider-Man and X-23 dodged the attacks and Kraven kept firing like a madman, but it was obvious that his aim was off, so he could not see where he was going.

Spider-Man propelled himself at the hunter, web yanked the sniper rifle out of his hand and then punched away at Kraven immediately, staggering him back.

"No, no, no, I won't go down," Kraven snarled as he fell back off of a cliff area into the water below.

The hunter landed with a thump, his body washing away.

"Come on," Laura said as she climbed down, she was not that inclined to save the bastard who tried to kill her tonight, but she knew that until they found a body, there was a chance that he could survive.

* * *

"Well, we searched high and low and we can't even find him," Peter concluded and Laura looked at him, nodding her head. "I guess he must have sunk to the bottom….."

"Sure you aren't that naïve?" Laura asked and Peter looked at her. "Bastard might have gotten away, might of drowned, the only thing that I know is that he's not following us."

"Well I figured that out when we circled around about….three times, four times, about that much?" Peter asked Laura and Laura nodded her head swiftly, crossing her arms across her chest. She rolled her shoulders back, with a smile on her face. "So….thanks….."

"Well you're the one who had the brilliant idea to drop the bee hive onto him, although the bastard wouldn't face justice," Laura said as she took a step forward. Healing factor was a good thing but damned if it did not cancel out the pain. The young mutant sniffed the air a little bit but she kept herself standing up rather straight. "I think that….."

"I don't see anyone here, yes," Peter said as he craned his neck once again, his spider sense would have told him if there was anyone who was lurking around these parts that should not have been. He jumped off to the side, his heart hammering against his chest as he craned his neck back for a moment. The web slinger continued to push himself back.

So far so good, which meant it was back off to camp.

"There you are, we were about ready to send a search party out for you!"

Kitty crossed her arms immediately and she watched them, with a slight smile on her face. Although she could see Peter and Laura, who looked a bit ragged and she dropped her slightly cheerful demeanor at the moment.

"Oh, you were going to wait and send a search party out for us….just now?" Peter asked with half of an eyebrow raised and Laura craned her neck, smiling in spite herself.

"Well….yeah but…..you're having me on aren't you?" Kitty asked and she decided to cut to the meat and the potatoes of the conversation. "Well, exactly where are you, you don't have to tell me but I kind of want to know….um you know?"

"Yes, I know," Peter said as he tried to keep things rather calm as he locked his eyes onto the brunette mutant who folded her arms with a calm expression through her eyes. "We ran into the mighty hunter….although he still has a flair for the dramatics."

"Kraven, you ran into Kraven?" Kitty asked as she looked surprised, corking an eyebrow. "Seriously?"

"Yes, seriously," Peter said as he almost chuckled in amusement or at least he would have been amused had things not been so serious. "You don't realize how close he came to popping you all off."

He held his thumb and forefingers together and Kitty whistled immediately, shaking her head. She was….well she was kind of amused to be honest with things. The brunette crossed her arms over her chest.

"Good thing you two were on the case, it was a regular team up, I just wish that I was a part of it," Kitty said and Laura raised an eyebrow at her and there was only one word that came out of the young mutant female's mouth.

"Really?"

"Well it would be an interesting learning experience, I guess," Kitty said and Laura looked at her with a surveying expression.

"And being the chaperone of the X-Men of tomorrow….that isn't?" Laura asked and Kitty shrugged her shoulders.

"Might be just as dangerous with Jubilee setting off fireworks in such a crude way," Kitty said as she slightly grumbled, crossing her arms and Laura patted Kitty on the upper back. There was a slight amount of condescending nature in her eyes. "You know, I didn't really think that you were….well you were capable of a joke."

"Guess you don't me that well at all," Laura said with a slightly smug smirk on her face and Kitty shrugged her shoulders.

"I guess I don't," Kitty suggested as she rolled her shoulders back as they reached camp.

Gwen looked at Peter for a second. It was a measure of how much she was used to that she did not say anything. In fact her mouth only hung open a fraction of an inch as she kept her eyes on Peter. There was nothing that she could say other than the few words that spilled out of her mouth.

"So, you ran into trouble," Gwen said as she made sure to check out Peter.

"Well it turns out the stink bomb that I was pelted with about a week ago…..well it really wasn't a stink bomb," Peter said as he shook his head and Gwen shrugged her shoulders, that was about right. The blonde let out one breath and let out another breath, with Peter watching her chest inhale and exhale.

"I thought that something might be up but….."

"First priority is the students, and we had the situation under control," Peter said and Gwen nodded in agreement, with Laura smiling.

"There were some anxious moments….but you know, things weren't that worse….."

"And speaking of bad, who is watching the students?" Kitty asked and Gwen's mouth hung open, she looked like a deer that was trapped in the headlights without any place to go.

The blonde scrambled over and thankfully they had not burned down the camp site, which was something that caused her a great amount of relief. Sam, Roberto, Angelica, Megan, and Jubilee were all calm, or at least as calm as five teenagers could be.

"They're good kids," Peter whispered and Kitty and Laura gave him a pair of dirty looks that indicated that might have been a matter of opinion.

**To Be Continued.**


	19. Jack O' Lantern Part One

**Spider-Man Chronicles Chapter 19 "Night of the Jack O'Lantern Part One."**

Jason Macendale was not a punk, no he was far from a punk, unlike a lot of those other low lives out there, he had a set of brains. He just made a few really bad decisions, really bad decisions that he might be paying for later, but really bad decisions never the less.

He was hauled away in handcuffs, he had been caught redheaded. He had got a security job at OsCorp but he had unprecedented access to everything in the building and everything included a lot of things. With the biggest thing being the financial records of OsCorp. Some fudging here and there and Jason would be able to accomplish a lot of things. He would be able to put money into his pocket.

"I….I can't go to jail, I….I'd never last, they use people like me in there for relief!"

"You should have thought about that before you tried to swindle a company, you bum!" one of the cops taunted as he threw Macendale into the back of the car. He was handcuffed and he was trapped never the less.

It was the perfect crime and it should have worked but it did not work. He was a victim, a victim of the system. The system kept a guy like him down. His wife left him, his daughter did not want anything to do with him, and then he blew all of his savings on his habits. Now he was being arrested, all because of the system.

He was not popular or good looking like all of those other pretty boys. He was considered a joke but he was no punk, he was no peon. He was just a victim, a victim of the system.

And now he was going to be sent up the river only because he had the misfortune of being someone who had gotten caught and rung out to dry by the same system that caused him…..well to be honest, it caused him more than a few headaches. His heart pumped against his chest as he felt his blood pressure raised.

He was taken into the jail although knowing him, he would have been put in the worst cell with some of the most violent criminals.

"Didn't even get away with a cent, didn't you?" a cop asked. This guy was a real prick, likely hated his job, so he was going to get his jollies in any way he could. Jason knew this and how he imagined using his powers to take him out just like that. That being if he had powers, but he was a lowly man, nearing forty, and he had nothing to show with it. He had tried to hang out with younger men in an attempt to look more hip by osmosis but it did not work.

"Shut….."

He was nailed in the back of the head with a billy club, his head being cracked and he was forced through the doors of the jail.

One mistake and he would pay for it for the rest of his life. He didn't even have his dignity left, he didn't even have anything left, because he was now being sent up the river, without any chance of parole, ever, all because of the harsh system that chewed up people like him and spit them out like they were nothing but garbage.

He refused to be treated like garbage but he had no choice. He was shoved through the doors of the prison and he was surrounded by a group of goons. Ugly haircuts, uglier teeth, and even uglier tattoos, all of them looked like they could chew Jason up and spit him out.

"You're going to be my bitch, pretty boy," one of the thugs said with an leer on his face and Jason shifted himself, this had gone from bad to worse and things were pretty bad in his life to begin with. The man wondered what would happen to him now.

Actually he had a pretty good idea that what would happen to him would not be anything good. His mind was this close to collapsing from something.

' _I don't know how this could have happened, I mean, I can't be the first person to embezzle money, the system, the system is out to get me, I caught a lucky break, but my wife left me, my daughter doesn't even want to talk to me, and I had been pushed around my entire life,'_ Jason said as he was picked up and hurled into the corner.

He really hoped that being someone's bitch meant a figurative thing although knowing his luck, it had been literal.

He was addicted, and he could have beat the vice, had the system given him a chance. He roomed with Harry Osborn, he hooked him up. He actually helped Hammerhead get into OsCorp to try and steal the goblin formula but where was Hammerhead now? That ungrateful bastard let him rot on the vine like he was nothing.

Jason could see that the minutes would slowly crawl away, he wondered how long he will be in here. Likely he'll be found one day dead in a hole, not that anyone would really care. If he had half of a chance, he would make the entire cruel world pay for what they did to him and they did plenty to him, it was all because of the system that put him down.

He had to free himself.

"Alright, time for your medication," the douchebag cop said as he pulled Macendale to the interrogation room.

"I have….I have information, about crime…."

"Yeah, well I don't believe you, you're nothing but a punk," the cop said as he threw Jason headfirst down onto the table and his face connected with a solid crack. "You're going to get some hard times now, and then….you'll be someone's shower buddy. Because it's people like you that I hate my job. Some pretty punk who thinks that he can get away with it. Some rich snot who shoves all of his money up his nose. You people would be better off dead but you're clogging up the prisons.

Jason shifted, he thought that he was going to die but two rather official men, led by a woman entered in.

"We have received word that this one is to be let go, there's a limo waiting for him," the woman told the cop urgently.

The cop scowled but it was not like he was important enough to contradict higher management.

' _Finally, something goes right for me,'_ Jason thought as he shook his head, clearing the cobwebs.

* * *

The Rose was waiting for his latest pick up, he was ready to take control of the situation and ready to take control of his newest guest. He had ran into Spider-Man a couple of times, and he had been a nuisance to his operations.

His men brought in the haggard near middle aged man known as Jason Macendale. Macendale took a seat and then his neck craned up immediately.

"Who are you, why did you bring me here?" Jason asked, he had some sense that there would have been a good reason where he was brought here, although he did not have the slightest notion why he was here. He had a feeling that he was not going to like it, no matter what.

"Mr. Macendale, relax my friend, you are among friends," the Rose said in a calm voice. "I understand your plight and quite frankly, I sympathize with it. One would have to be really cold not to sympathize with your plight."

"Yeah, yeah," Macendale said as he nodded his head up and down like a demented bobblehead, shaking his head and trying to remain calm, although that might not that easy to be honest.

"Well you have been taken down by the system and I know all about the system, it has allowed some child who swings around on webs total control of the city, and I believe that there are many individuals who are under the misconception that he is in fact a hero," Macendale whispered harshly and he folded his arms together. "I disagree with that."

"Do you?" Jason asked and there was a few seconds.

"Yes, you are someone who has been given a raw hand and life has dealt you a hard one, but no more, I am going to give you the opportunity to be a brand new, better you, and….you know you were set up for a fall, don't you, at OsCorp?" the Rose asked him crisply.

"Yes….yes, I do," Jason managed as he could barely breath but then again, there was something where he kept himself calm or at least as calm as he could have been. His eyes burned with frustration for sure and he shook his head.

"Calm down, it will be fine," The Rose said as he had his men bring Jason a nice home cooked meal.

It had been several years since he had been able to enjoy something like that, in fact, his wife, lazy bitch that she was, did not cook for him. The man dug into the meal ravenously, a smile on his face. He had been just indulging in greasy shit, fast food, pretty much all of the things that people said were not good for you and it was easy to see why a lot of that shit was not good for you. The man kept eating his portions, hungrily digging into it, with the smile never once leaving his face.

"We take care of our own, and I have the ability to make you strong and I can pay you for it as well," The Rose said and Jason, being a man of greed, was intrigued. He raised his eyebrow halfway up and he shifted, with the smile never once leaving his face. He only had one thing to say and one thing along to say.

"Tell me more," Jason managed and sure enough, the Rose was going to tell him more, in fact the Rose was going to tell him anything. The criminal watched with a wide smile on his face. He was intrigued and the Rose in particular could tell that Jason was being reeled in to his line, hook, and sinker.

"I….have a proposition for you, but never the less, eat up, eat up," the Rose said, he wanted Jason to be comfortable with him, because individuals who were at ease often tended to be easier to manipulate and there was a sense where he wanted Jason right where he wanted him to be. There was a few seconds where the Rose closed his eyes immediately with a smile on his face.

Soon all would be revealed.

"I can give you the opportunity that the system will never allow you to have, if you are ready to take it," Rose said as he peered forward to look at Jason. "Jason, it's in your hand, all you have to do is reach out and seize the opportunity."

"Seize the opportunity," Jason repeated as he polished off his meal and the Rose's henchmen brought him dessert. He hadn't had dessert since…..actually he did not recall ever having any dessert. "Make everyone has mocked me pay!"

"Yes, can do that, you can be greater than them all, greater than the Green Goblin, greater than Doctor Octopus, greater than Venom, Doctor Doom, you can be the ultimate power in the criminal underworld," The Rose said and Jason got up to his feet.

A man with white hair stepped in, wearing a pair of thick glasses.

"Jason, meet a colleague of mine, the Terrible Tinkerer, he will….help you suit up for your next performance, you will find him….someone that will help you," The Rose said and Jason got up immediately.

"Right this way, Jason," the Tinkerer said in a brisk voice as he lead him into the next room. Jason followed him, eagerness dancing in his eyes.

* * *

Halloween night, was really the only night where Peter dressing up as Spider-Man was not going to raise a few eyebrows. In fact, him and Gwen prepared to see if any Trick or Treaters show up.

"Good thing we have candy," Gwen mused and Peter offered her a smile as she added. "The last thing we need is to get our house egged and papered."

"Well, you know, free toilet paper might not be the worst thing in the world," Peter said and Gwen laughed as she looked outdoors. It was still rather early although the weather was a bit bitter. She would not want to be out in this at all and the blonde turned her shoulder around. "Going to be an easy night."

"Yes, for once," Gwen agreed tensely, there have been times where Halloween have come and gone without any real incident and she really did hope that it would be one of those nights tonight. At least she hoped so. Never the less, the blonde rolled her shoulders back, allowing her to breath in once and breath out a second time.

"Sometimes, I run into trouble on this night, but after the patrol of the city, all is quiet," Peter said as he sat down. Morbid curiosity caused him to fire up the television, even though he might not have thought that to be the best idea in the world. Then again, what was the worst could happen?

"Chaos at the Kingsley Superstore as children who have been brought in to trick or treat around the mall have been held captive by a mysterious individual.

' _Of course,'_ Peter thought, wondering if it was too late to rename Murphy's law into Parker's law. Because that's just how things seemed to go as of late. The web slinger shook his head and tried to get himself up to his feet.

Gwen stepped in, her mouth hanging open. She stopped herself from saying anything as Peter kept one ear to the news intently as there was a few seconds where something popped on.

"This just in, the criminal calls himself Jack O'Lantern, and he says that if he doesn't see Spider-Man come here in one hour, he will blow up the Kingsley Superstore, with all of the hostages inside," the newscaster said and Peter craned his neck back for a second and sighing was something that he did rather hard. "And any police involvement and he blows them up as well."

"Does this nutcase not realize that he could blow himself up?" Gwen asked but she already saw Peter slip up the stairs. The rhetorical question was asked but it was not answered, at least not at the moment. The blonde tapped her foot on the ground.

' _Well so much for having a quiet Halloween,'_ Gwen thought, one night, some psychopath just couldn't take the night off. Although a villain known as Jack O'Lantern, it should be rather fitting.

"So, do you have any idea where this guy might have come from?" Gwen asked as Peter exited the bedroom, dressed in a full Spider-Man outfit.

"Don't know, never fought him in my life, he could have been some petty thug trying to get revenge," Spider-Man said as he stretched his limbs, getting ready to go out and fight. However, he understood that he was dealing with a sensitive situation.

' _There's no telling that he might blow up the children if he feels threatened again, and why does it have to be the Kingsley superstore of all places?'_ Peter asked himself as he sighed, recalling all of the villain fights that he ran into there. _'Kingsley is like a trouble magnent, I swear he takes everything hard, the hard way….yeah that sounded wrong but….yeah.'_

Gwen placed her hands on her hips and eyed Peter nervously biting down on her lip. She understood that this was the type of thing that Peter went through.

"So good luck," Gwen said as she leaned forward. She would likely have gone with him, had the Iron Spider suit had not been on the brink….again. She shook her head, that thing was more trouble sometimes than it was worth.

"I shouldn't take too long, at least, I hope, at least I'll be back by the news at ten," Peter said as he gave her one last parting kiss.

Gwen watched him leave, sure enough it was another night where he would have to go out. The blonde placed her hands on her hips and watched him.

She just had to act like it was business as usual and things would get done. She saw a couple of children make their way up the street, dressed in costumes. They had been fortunate enough not to get trapped with this Jack O'Lantern which made Gwen a bit pleased at this situation.

Meanwhile Peter was making his way to the superstore, swinging quickly. He had dealt with some of the more crazed people out there and those criminals…..well to put things bluntly, there were a lot of them that were completely and utterly out of their mind. The web slinger sped up his actions as he nearly made his way to his destination.

' _Okay, got to sneak in and disable him before he does something dangerous,'_ Spider-Man thought as he landed on the side window of the factory.

He peered inside, the web slinger keeping his eye on them, he saw the children that were huddled together, looking terrified for their lives. It made him want to lose his mind in frustration and the web slinger made a plan. It was going to be an ugly shot but never the less, he knew that there was going to be some problems getting in and also getting out. So he was going to have to make this one with one fell swoop.

He swooped in and did, knowing that the children were the first priority. Then he can deal with this pumpkin headed lowlife that kidnapped them.

* * *

Jack O' Lantern stood, a cocky stance was assumed by the criminal. He knew the web slinger was on his way and he was not yet ready. The hostages crowded around the room and there was a sense that they wre nervous. They should be nervous, they should fear him.

"STAND IN THE CENTER OF THE ROOM!" he bellowed and the children nearly leapt up. "Don't move, no one needs to get hurt, only if I allow it."

"I want my mommy!" one of the children wailed but Jack O'Lantern stuck a sonic gun in her face.

"Not one word, you brat," Jack said as he pointed the gun on her. "I hate you children, all of you, always whining and complaining about something. You think that your life is so miserable, well you know nothing about a miserable life, not until at least you've lived my life. My life had more misery than all of your pathetic lives to put together. You are nothing but a bunch of petulant brats and I'm going to take you all out."

The children backed off in fear and the man's grin got even more twisted. There was no question about it, he was a few screws loose and he continued to stare them down. They whimpered in fear, almost cowering.

Spider-Man made his move, disabling the gun in one web yank and then disabling the villain in another web yank.

The web slinger did not move with his usual witty banter, he shot a series of web lines to block him from the children and then punch the door open.

"Go, it's going to be alright, get to the police…." Spider-Man said as his webbing was incinerated by this crazed man.

The crazed individual rushed the web slinger but he dodged the swinging blades that were sent at him. He knew right away this individual went after him. Spider-Man flipped over the top of his head and shot a line of webbing at his foot.

He fell to the ground immediately and he rolled over, hurling a razor bat at the web slinger but the web slinger dodged the attack.

"Look, who are you?" Spider-Man demanded, he was pretty sure that he did not like this guy already. He was about ready to vomit because this punk had put children under the line of fire.

"Someone that will bring you down," Jack said as he held up a miniature gun that looked like a demented hair dryer and pulled the trigger. There were three bangs in a row but Spider-Man dodged them and the wall of the mall caught fire.

"Okay, let's try that again."

He hurled a pumpkin bomb but Spider-Man dodged it. The web slinger arched himself back and his heart sped up as he prepared for his next movement.

' _Okay has this guy by busting into Osborn's stash,'_ Spider-Man thought as he continued to dodge the overhanded pumpkin bombs.

He was nearly taken out with an impressive attack. The web slinger kept dodging and ducking the attacks, with the swift precision that one would have. The friendly neighborhood hero kept it up, not once breaking up his momentum.

"Just who are you?" Spider-Man demanded once again but he could see the sonic toads launch into the air. He caught them in mid throw with the webbing and snapped them back at his adversary.

The toads flew through the air and caught the enemy off guard. He was blasted with a booming sonic explosion and then Spider-Man jumped into the air.

PUNCH! The punch rocked him in the side of the head and the web slinger caught him with a series of jab punches right to the side of the head. The web slinger sent him flying into some breakables in the mall.

"You may call me….JACK O'LANTERN!" he howled at the top of his lungs and suddenly Spider-Man swallowed immediately as he could see the hurling of the pumpkin bombs that were launched at him. The web slinger avoided the attacks immediately but the husks broke onto the ground.

Noxious fumes made him fairly light headed and he almost scratched at the air.

"You took them away from me!" Jack yelled and he held out a simple gun, that sent some rocket flares at Spider-Man.

' _Damn, what is this guy packing anyway?'_ Spider-Man thought as he dodged the attempts of the rockets to wipe him out.

The web slinger had to switch tactics, because he knew that whatever he was trying, it was not really working this time. He was against the wall.

When he was against the wall, it was time to fight out.

"Look, I don't know what demented trip that you're on, but…..whatever it is, you can really knock it off right now, before you hurt innocent people or yourself," Spider-Man said as he shot out two lines of webbing but there was buzzsaws that were attached to his costume that caused him to be unable to be webbed.

' _Okay that's pretty new,'_ Spider-Man thought to himself as he shook his head. The web slinger felt his spider sense go wild as three more pumpkin bombs nearly blew up the ground beneath him. It was fortunate that he webbed up and hung from the pipe.

The web slinger closed his eyes and kept swinging from the pipe, he kept breathing in and out. The web slinger held onto the pipe as he kept going back and forth, swaying above the ground.

Then he had to jump down when that nutjob tried to blow up the ceiling that he was trying to stick on. The web slinger landed down onto his feet on the other side.

"DIE!" Jack yelled as Spider-Man was covered in a cloud of smog and he could barely see where he was going. And what he could see, he did not really like.

' _Okay, okay, okay, that's it,'_ Spider-Man thought to himself as he nearly held his head up. It was time to get tough or maybe get even.

The web slinger bounced up and launched his enemy, disabling several parts of his costume along with that pumpkin bomb launcher he was packing.

"You think that's it!" Jack yelled and he blinked for a second, then whistled. He sent a signal and there was a loud explosion that caused broken glass and smog to fill the Roderick Kingsley superstore.

Speaking of Roderick Kingsley, the man himself was in the house and he was grabbed by the arm and dragged off into the mist.

* * *

"Well….that could have gone better," Spider-Man said as the cops made their way inside to see if there was anyone outside of the maul.

"Spider-Man," Captain DeWolff said as she reached the scene. "Are you….."

"Yeah I'm fine, the children…did they….."

"They all were safe but you should get those injuries looked at," the Captain said and Spider-Man shook his head.

"Can't be helped, just some busted ribs, a concussion, it's really no big deal, have had worse, have had better, but….the Jack O'Lantern made a clean getaway….."

"With Roderick Kingsley as well!" someone shouted and Spider-Man threw his head back and tried to clear the brain cells that might have been rattling around in his head. He managed to put his head back on straight or at least as straight as it could go.

To say that he had more than a few run in with Roderick Kingsley would be putting things mildly. Peter recalled with clarity the entire Hypno Hustler incident and there were other times where he clashed with the business mongul. He was not a big fan of Spider-Man and there were rumors that he was a card carrying member of the Friends of Humanity.

However, the fact of the matter is, despite his flaws, did Spider-Man want to see him dead? Or tortured by some sociopath who had more than a few screws loose? No, not really, but he actually was a bit more at ease to notice that all of the children that Jack had captured as bait had been brought to some sort of safety and really that was what mattered to him.

"Greetings, NYPD, and Spider-Man," the swift voice of the Rose said, obviously modulated to hide who the man behind the mask was.

Spider-Man stood up, speaking of someone who had more than a few run ins with, the Rose was the top on that list. The web slinger could heard the individual pop up immediately with a few more words.

"You're missing something, aren't you….Roderick Kingsley, he has been taken by my newest employee….it's a shame really, he is such a pillar of the New York community, I'm sure I can make a lot of money from his safe return, but is it any more money that I can make from his death when someone paid me a handsome sum to see him dead?" Rose asked and there was a few rounds of hideous spine chilling laughter.

Spider-Man shook his head and stood straight. "Whatever sick game you're playing….."

"It's not a game, Spider-Man, I don't play games, this is reality, and I'm sure that you might have been allowed free reign when the Kingpin was in charge of New York City but you know what, I'm not Wilson Fisk, I'm not the Kingpin, I play for keeps, and I don't play tag with you fruits in suits," Rose said swiftly. "I'm sure that you can outbid the man who put the hit out on Kingsley, go ahead, someone, name your price, and I'll return him, if I'm going to take a gain."

"We're not going to negotiate with you, do you hear me?" DeWolff said, she was not going to play the game. Although some in her position would have, she knew that she would not, and George Stacy would not have.

"It's not a game, my dear lady," Rose said as he chuckled. "Reality is something that I play with, and I can play with your emotions and your life just like that."

"You're just another….."

"Another what, per say?" The Rose asked swiftly. "I don't think that you understand that you're not fighting some gimmick in a suit like some of those Ravencroft psychos."

"Ten billion dollars!" a woman yelled suddenly as she stood there in the background. She was a fairly attractive brunette and she was dressed in a female business suit, with glasses, and stockings and high heel shows. "I'm Naomi Burnett, I'm Roderick Kingsley's personal assistant, and you want ten billion dollars."

' _Ten billion dollars?'_ Spider-Man thought, he wondered about the significance of that number.

"Do we have a number?" Rose asked suddenly.

"Just….yes or not, that's all I need to know," Burnett said as she felt her heart drum a bit quicker and her pulse quickened as fast as possible.

"Yes or no, no or yes, maybe or maybe not," The Rose said as he hummed underneath his breath.

' _You sick son of a bitch, you're enjoying this,'_ Spider-Man thought as he could hear the Rose continue to pause and wait.

"Forty five minutes and you'll know, be prepared to revise your offer, in case you're wrong, although you may be correct," The Rose said and DeWolff turned to Burnett.

"You knew that exact amount how…."

"I was trying to bargain with him, I'm sure you could have jumped that bastard when you realized that we didn't have that kind of money," Burnett said as she looked despondent and that made Spider-Man realize that she might not have been Kingsley's personal assistant….well not completely. She had that official title, but there was something else. Plus there were rumors that Kingsley was into much younger woman.

Although the rumors about Roderick Kingsley and his date life was something for another time, the web slinger needed to investigate the trail and he had a vital clue, a piece of equipment left behind by Jack. If he could find the serial number, he might have a clue who the Rose was, who Jack was, and where Kingsley was being held.

**To Be Continued.**


	20. Jack O' Lantern Part Two

**Chapter Twenty "Night of the Jack O'Lantern Part Two."**

Roderick Kingsley had his hands bound, his feet bound, and a gag over his mouth. No matter how much he tried, he could not move from his position. He could not even speak although he could hear plenty. The pacing of the Jack O' Lantern made his way from back and forth from one side to the next. The criminal paused.

"Is the price right for you Mr. Kingsley, you do realize that I'm being paid a lot of money, so I can retire, if I choose to, finally, I will have my vengeance on the entire world," Jack O' Lantern said as he swayed his feet and placed his hands on Kingsley's shoulders. "Is ten billion reasons enough to let you go, I'm sure that if you let you go, you wouldn't press any charges against me. I mean, if you do…..well that would be rude because I let you live."

Jack shook his head and he checked his gun. He violently obliterated the target as he continued to bounce back and forth on the heels of his feet, shaking his head wildly as he muttered underneath his breath.

"Trick or treat, trick or treat, that is the question, and the question that you will have to listen about," Jack said as he kept his eyes locked on that of Kingsley. "It will be the end….the end for you."

Kingsley tried to free himself but once again his arms slumped against the edge of the chair. His voice was completely muffled through the gag once again.

"Don't try and free yourself, if you move, you'll be hurt, and I don't want that to happen, until I get the go ahead, you're much too valuable for that, my friend," Jack said and he heard the phone ringing. Careful to not take his eyes off of Kingsley, he walked over. With one fluid motion, he snatched up the phone and prepared to talk to the person on the other end. "Yes….yes….hello….yes, yes, yes, yes."

Kingsley wondered, although he could not ask even if wanted to. He knew the precise reason he was hear and Jack turned towards him.

"You're in luck, I might be able to consider the offer that your little flunky made," Jack whispered as he held the gun to the head of Kingsley. "It depends…..on whether they are willing to play ball."

Kingsley gave several muffled screams through the gag but Jack reached over and patted him on the head like he was a dutiful dog.

"There, there, there, it will all be over soon, one way or another," Jack whispered as he had his eye half on the door. If Spider-Man showed up, he would have to set up a suitable reception for the web slinger and bring him down.

He did manage to bring the roof down on Spider-Man's head, with the hostages being a distraction. He knew for a fact that the web slinger was not dead, no matter how much he wished to think that was the case. Soon enough, he would drop the final curtain on the friendly neighborhood web slinger.

"Just wait, the time is running out for everyone, ten minutes, and we'll know for sure and any cups well….." Jack said as he lifted up the gun and pulled the trigger.

A sonic pulse erupted through the gun and destroyed several targets. The sound would have killed a person if it was delivered head on, that was if they lacked any ear protection.

"I think we got the message," Jack whispered as he slapped his adversary on the knee for a second. It caused a stabbing pain to flow through his legs and there was a groan. "I think that we got the idea…..I just think that we got it….period."

Jack's wide grin continued to go across his face, albeit it was kind of hard to tell with the Pumpkin Head Mask that was on his face but one could really guess what he was thinking or at least what they were implying what he thought.

"So…..ten billion reasons, are you excited yet?" Jack asked and it was time for him to deliver his message. He was getting into the role right now. "Tonight, Halloween Night, what will it be Mr. Kingsley, will it be trick or will it be treat? Either way, I get my treat, but will you get a trick? What will happen….let's find out?"

Jack once again radioed the mall.

"Do you want the ten billion dollars or not?" Burnett asked over the phone and the criminal folded his arms immediately.

"I'm not sure, haven't really made up my mind yet?" Jack asked.

"You said that you would let him go if we paid you more!" Burnett yelled in a frantic voice and Jack's laughter continued cackle even louder. "Look, you're just some sick freak who gets his kicks off of…."

"Oh, I'm the sick freak, given that Roderick Kingsley's cosmetics products have disfigured women and you managed to avoid a multi-million dollar lawsuit by causing the women in question to disappear or you poisoning animals with them, in your attempts to test them," Jack said.

"That wasn't….."

"I know what I've read and I know what I know," Jack cackled in amusement as he crossed his arms across his chest and swung his arms like a mad man. "No cops, no problem, but if you have cops, you have the problem and…..I want to meet Spider-Man face to face. So if I don't see him in the next ten minutes….."

"You're using him as bait for Spider-Man," Burnett said in disgust and Jack's loud laughter continued to echo as he was taunting and tormenting them all.

"Bait….that's an ugly word, but yes…..yes I'm using bait immediately," Jack said as he slammed his palm against the table.

His alarms had brought that there was someone lurking.

"Better be the right someone, or Kingsley gets it, big time," Jack cackled in amusement.

* * *

The web slinger picked up the pace, as he blew halfway across New York. He had a clue but whether or not it was a false trail, well he was about ready to find out. He flew against the side of the building and clung to the edge.

' _Hostage situation, that's never a good thing, ever,'_ Spider-Man thought as he kept climbing up the wall. He could see the security camera on the wall. _'Some punk like this….he wouldn't have security like this….he must have some help, actually I should assume that he does….better take out this camera.'_

The glop of webbing stuck against the edge of the camera lens as he hung back and forth, with the web slinger hanging on to everything. He continued to scale the roof one inch at a time and then found himself on the outside of the vent. The web slinger grabbed the edge of the vent and pulled it off.

' _There might be sensors, better move quickly,'_ Spider-Man thought as he slipped down the vent and landed with a thump.

The web slinger craned his neck back and looked around from one side to the other. Once again there was no one there and Spider-Man clung himself to the shadows. There was a cloud of dust as it kicked up.

' _Don't know why this guy would have minions but I better keep on the side of…..well I just better be careful,'_ Spider-Man thought as he could see that there was a door that was halfway ajar.

There was someone who was coming down the hall and Spider-Man once again stood up straight, waiting. There were a pair of goons who were talking.

"Thought I saw someone coming down here," one of the goons thought as he kept walking forward and he looked behind a stack of crates.

The other goon scoffed in disgust and he said one thing. "That's the problem….you think too much."

"Well maybe it's because you don't even think at all," the goon argued and there was a second where the two goons locked eyes with each other. There was a moment of them staring back and forth at each other and neither of them really were able to move.

"Well, I thought that…."

"Just shut up, the boss doesn't want this guy to screw things up, with his little round of games," the goon thought and Spider-Man jumped down and landed on the top of his head.

"It's….."

A line of webbing yanked the gun out of his hand and Spider-Man silenced him with a swinging uppercut punch to the face, dropping him down.

' _So he was….'_ Spider-Man thought and there was a rumbling that there were several goons who were making their way down the hallway immediately.

"Get the web head!" the goon yelled as he tried to swing the baseball bat at Spider-Man but he dodged it.

"I don't think that I like this ride," Spider-Man said as he bounced off the top of the head of his enemy and another enemy tried to nail him with a baseball bat.

The web head jumped off of the top of the head and he was cracked against the top of the head. The goon slid down onto his knees, doubled over with his nose busted open.

"Oh that one's going to leave a mark," Spider-Man said with a grimace as he kept bouncing around, with the web slinger bouncing up and down immediately.

He webbed both of them together and caused them to clonk heads. A goon rushed forward, slipping on a pair of brass knuckles and the web slinger rushed him. He avoided the shot into the ribs with the web slinger ducking and dodging. He rolled onto his feet, with the web slinger nailing him right in the back of the head as hard as he could.

"Okay, let's see," Spider-Man thought as his spider sense started buzzing.

"Stay still!" the goon grumbled as he tried to lifted him up in the air but the web slinger shot webbing around his wrists. The web slinger bounced up into the air, and then snapped the web slinger between his legs.

The two thugs rushed forward but the web slinger punted him in the face with a running kick hard. The web slinger grabbed the thug and smashed him into the ground. The web slinger hung onto him and nailed him even harder with a rapid fire punch right to the ribs, knocking the air out of him.

There were some cracks as more goons rushed down the hallway. They pointed their laser blasters and tried to take down the web slinger. The wind was taken down onto him, when one of the attacks took him out just like that.

The web slinger wrapped a line of webbing around his feet and snapped him forward.

"Watch where you're pointing that thing, pal," Spider-Man said as he nailed him with a running kick and caused the gun to fly from his hand.

Spider-Man jumped up to the rafters and avoided their attacks.

"Hey, where did he go?" one of the goons asked as he looked around completely stupidly. The web slinger was gone and he had no idea where he might have went.

"Well why don't you go and look for him, you dumbass?" one of the goons asked but suddenly, two of them were strung upside down, hanging upside down.

The web slinger hung the goons upside down and the web head landed down onto the ground as he looked over his shoulder once more.

' _Okay coast is clear….let's see what's behind door number one,'_ Spider-Man thought as he grabbed onto the door knob and pulled it open.

He saw the bound and gagged Roderick Kingsley and he stepped in immediately, trying to enter.

Kingsley was still blindfolded but Spider-Man rushed over without any thought to try and untie him immediately. He pulled the ropes against him and tried to free him.

"Hold on," Spider-Man muttered but his spider sense went off immediately.

* * *

Jack O' Lantern thought that the trap he had was going to be perfect, the high priced bait that he kidnapped would allow him to get his triumph. In fact, the web slinger was someone who was a bit of a fool as far as he was concerned but there were many who worshipped him. Despite the fact that he had no connection to those who had toiled long and hard and had the world chew him up and spit him out.

He could see Spider-Man take out the Rose's Henchmen and he moved behind the trick bookcase, peering out from behind it as he waited for the web slinger to enter.

He could practically choke on the fact that the web head was almost around the corner. His heart sped up as he got excited and he held the mysterious green vile in his hand, it was something that was given to him by the Rose and it was only to be tested…..when the opportunity presented itself.

He held the gun in his hand, the sonic weapon and he imagined Spider-Man's head being blown off of his shoulders.

Now it was time to jump in with the attack.

"Just hang on tight I got…."

Jack made his move but Spider-Man dodged the first blast of the gun which was destroyed. The wood was reduced into toothpicks. The web slinger bounced back and nailed him with a swinging punch right to the stomach doubling him over.

"It's done, Jack!" Spider-Man yelled as he put him down onto the ground and he ripped the pumpkin mask off.

The gauntlets shocked Spider-Man and the web slinger was nailed hard into the wall.

"You unmasked me, you know who I am, now I'm going to make you pay!" he howled and Spider-Man raised half an eyebrow, his mouth was hung open as he shook his head.

"I….I've never met you in my life," Spider-Man managed as his mouth hung open agap. He had no idea who this guy was but he was trying to kill him easily. The pair of explosives were flung at him but Spider-Man shielded Kingsley from it with a net of webbing.

"Of course, you wouldn't have known about it if….."

"No seriously, I've never met you in my life, so I don't know what you're problem is," Spider-Man said as he took him down to the ground and held him around the ankle, cracking it back. "I mean seriously, do you….what are you smoking anyway? I mean, it's not like I'm judging you or anything for your habits but you're a nobody."

It was seconds after that where Spider-Man could tell that he said something that would set off this individual.

"I AM NOT A NOBODY!" the man howled at the top of his lungs as he tried to blast Spider-Man with a concussive blast but the web slinger avoided the attacks, ducking and dodging all the way around, his heart thumping against his chest.

Suddenly, Spider-Man could really see the man's blood pressure escalate to new heights and he had a chemical in his hand. The web head managed to notice it a few seconds too late and his stomach turned immediately.

"I can't…"

"What, you can't beat me, yes, I agree, and you won't be able to beat me now," he said as he downed the chemical in one fluid drink.

"You idiot, that chemical it….."

A fireball was shot at the web slinger's head but he avoided it and swung out the window to the roof halfway across the city.

The laughter of Jack O' Lantern echoed as he blasted through the window like a demon out of hell, flapping his wings. Jack continued to drop down onto the edge of the roof immediately.

"So…..are you going to take me down or not?" Jack demanded as he sent several flaming spikes from his hands.

' _He could not do this before….oh great, bad breath and sonic attacks, that's not a good combination,'_ Spider-Man thought as the gargoyles exploded.

"Breath mint, do you know how to use one?" Spider-Man asked as he kept his eyes on the mutated version of Jack O' Lantern.

"Don't worry, you won't be able to smell anything but brimstone in a moment," he yelled as flaming objects of hell shot from the ground and the stampeding beasts of flame made their way to the web slinger immediately.

He was very strong but fireproof was something that he was not so he had to avoid being stampeded with these beasts of hell. The web slinger looked up and saw that there was a water tower.

"Time cool down!" Spider-Man yelled as he swung from behind the water tower and he punched it. Water sprayed from the fire creatures and doused the fire.

The fire might have been doused by them but the enemy was still flying. He had demonic looking goblin wings and sharp teeth. He breathed fire at Spider-Man but the web slinger avoided the attacks.

' _Okay think…..I think….I think I might got it,'_ Spider-Man thought as he propelled himself as fast as he could, as he shot halfway across the city like a bat out of hell. And speaking of bats out of head, the winged form of Jack O'Lantern kept following him. He tried to shoot fire at the web line but Spider-Man picked up the pace immediately.

Spider-Man landed on both of his feet and then he did a forward roll. The clawed fingers of the creature nearly stabbed him but the web slinger blocked the attack.

He could see the refrigeration unit, if he could only maneuver him back, he would be able to beat him.

"You lose Spider-Man!" Jack O' Lantern yelled as acid dripped from his teeth.

"Really, we have a different definition of what it means to lose," Spider-Man muttered as he punched the side of the tank and there was liquid nitrogen that sprayed out.

Jack O' Lantern fell backwards. His powers saved him from getting killed as Spider-Man thought but he was immediately put on ice. He coughed immediately as he was trapped completely and dropped down to the ground.

* * *

"Well that was quite the evening," Spider-Man said to himself as he massaged the burns that was on his elbow. Given that he could have gotten his arm burned completely off, that could have gone much worse but it could have gone much better.

Then again, that was the case for many battles as he could see Kingsley escorted out of the factory and he made his way home. Of course web slinging with one injured and slightly burned arm was not easy but he had web slung on worse.

' _So the Rose was behind this….I don't even know what his plan was or what he was hoping to accomplish,'_ Spider-Man thought. _'Kingsley is acting like he was heroic in the face of adversity, but that's more of a PR thing.'_

The web slinger felt his shoulder nearly crumple out from underneath him but he kept moving on, all of the way home. Jack O' Lantern would be put in his special cell in Ravencroft and given the guy was a few screws loose, Spider-Man did not really think that place would do him any good.

It was well after Midnight and Spider-Man made his way home. His arm slumped against his side as he kept sliding forward. He wondered if Gwen was there waiting up for him. Sure enough she was. She sat on the couch, wearing a pair of jean shorts and a t-shirt, with her arms folded. She could see Peter was the walking wounded.

To her credit and this was what made Gwen great, she was calm. She helped him out of his costume, seeing the burn marks on him. A moment of irritation could be spread over her face but other than that, she walked over. She pulled out the burn paste and spread it all over Peter's body immediately, although thankfully the burns were not too bad.

Both were silent and Gwen could check on him.

"Lucky not to get barbequed," Gwen said as she made sure that Peter was ready to go and Peter nodded immediately.

"Yes, lucky…..very lucky, although I don't really feel lucky all things considered," Peter said to himself but Gwen smiled. "So, I suppose you want to know what happened?"

Gwen waved off the question. "Actually saw it on the news….it was rather interesting and also….."

"Yes, I know, it was a pain in the backside," Peter said and Gwen bit down on her lip as she ran her hands to spread the burn paste over his arm.

"Yes….I know but….that's a good thing, believe me, that's a good thing," Gwen managed as she continued to double check to make sure he was completely and utterly ready to go. "You don't need to go to the hospital….."

"Always a good thing, thank the enhanced DNA for that," Peter said and Gwen gave him a stern glare as the web slinger decided to shrug his shoulders immediately. "I really should not be making light of this but….I really can't help it….."

Gwen's sigh was long as she said one thing. "Yes, I know….I know but you're good."

Gwen wrapped her arms around Peter and guided him down onto the couch. The web slinger looked forward for a few seconds as she checked him out for a bit.

"So, what about….."

"It was some nobody who got hopped up on the Goblin Formula….the fact that there might be a batch out there that is rogue, it might really be a problem," Spider-Man said and Gwen sighed as she placed her hands on the back of Peter's shoulders and started to slowly rub them. He was rather glad that she offered him this amount of comfort. "The Rose might have been behind the break in at OsCorp….."

"I thought that was Burchill though," Gwen said with a frown and Peter looked at her. "Unless we thought…."

"Well we shouldn't really leave out the possibility of the Mad Thinker and the Rose working together, although I'm not sure how that would have fit into Doom's Master Plan, unless he assisted him with something or other," Peter said as he looked thoughtful. The problem is that there were a lot of unanswered questions that he really did not like that they had all together. It was something that was a mystery and he was not a big fan of that. "I don't know….there are so many variables and….."

"We don't even know where Doom and the Mad Thinker went or if the Rose even is involved with this," Gwen said and Peter grabbed the gun from the bag. "So…..you swiped that."

"Well a piece of it, yes," Peter said as he ran his hand over the edge of the gun and he wanted to see what they could find based off of the serial numbers. He doubted that whoever was supplying the Rose with these weapons, they were not a standard manufactor.

"Looks like something that SHIELD might be packing," Gwen suggested and Peter half raised an eyebrow in surprise. "Yes, I know."

"I know you know," Peter said to Gwen after a few seconds and she wondered. "We find who is behind the guns, who made them, and we might be one step closer to finding out who the Rose was."

Peter was keeping himself in a state of calmness as his injuries were healed. The Rose had been someone that he had been running into over the past few weeks, in fact his operations was something that he was tripping over.

He had never met the man himself, providing it was a man. Spider-Man thought that it could be anyone underneath that mask, whoever was the Rose, he shrouded himself in mystery and was playing for keeps immediately.

Still he and Gwen had an all nighter to pull and hopefully they would have answers.

* * *

Roderick Kingsley exited the limo the day after Halloween, on All Saint's Day. He was dressed in an orange suit with a purple tie as he made his way up to the elevator. He was going to have a meeting with a business contact of his. His bodyguard had been sent home early, because he was not in danger here.

He whistled, which pretty much drowned out the ugly elevator music that played. It annoyed him to a new level. He kept his head halfway up and kept whistling, with malicious intentions in his mind and in his eyes.

The Elevator clicked open with a ding and his path to his associate's office was a step too far.

"Yes….yes, I'm fine, Naomi," Kingsley said as he grabbed the cell phone. "Just remember to make the contact that I told you to….it was an unfortunate evening last night but…..I'll call you back, something has come on….business as usual. I didn't become extremely successful for taking a day off….just get it done, and I'll see you this weekend for our meeting."

Kingsley knocked on the door and a gruff bodyguard opened the door. He saw Kingsley and nodded with a set jaw. "The boss is here to see you."

"Excellent," Kingsley said as he held the briefcase in his hand and allowed himself to be made at home as he sat on a chair.

He twiddled his thumbs and the door on the other side of the office was opened. There was a second entrance, obviously only one that could be accessed by the Rose. The Rose walked in, for those who did not know better, he looked like the most generic dark haired man, wearing a pinstripe suit. He had sandy hair and just cold blue eyes. He had gloves on his hand, which made that he was careful not to leave fingerprints.

"Mr. Kingsley, thank you for coming," The Rose said as he reached forward and shook Kingsley's hand. "Last night….."

"Was a complete and utter success, did you get the bio readings of the test subject?" Kingsley asked and the Rose smiled as he slapped the print out on the desk. He took it.

"The formula that we reverse engineered had a negative reaction towards Jason's DNA but he will be of no loss, as he rots in Ravencroft, we have what we want from him, he's easily manipulated," the Rose said and Kingsley smiled.

"Like a dutiful little puppet on a string," Kingsley said, he had made women dance at his beck and call with a little gift, a little smile, and a little polite word, a little endearment. It was all about making people think that you were pretty much on your side, even though you were manipulating them like the perfect little puppets, like complete and utter dolls. "He danced….he danced hard."

"Yes, and we got what we needed from him," The Rose said and he smiled. "Did you get what you wanted?"

"Oh yes," Kingsley stated with a round of insidious laughter which the Rose shared. "Ten billion dollar insurance policy was collected when the nutcase trashed the store and I was completely safe all of the time. In fact, many people thought of me to be this brave martyr who tried to fight the good fight no matter what."

"The people are sheep, they're going to believe what we lead them to believe," the Rose said as he smiled.

"Yes, and everything went well, in fact it went completely according to plan," Kingsley stated to him as he thought about how many ways that plan went.

"Stick with the plan and we'll both run this city, in ways that the Kingpin thought that he would not have believed," The Rose said. "As I told them, the Kingpin was the one that played games, and that fool Jack O' Lantern is the one who plays games."

"But you don't play any games, you play to win….."

"It's not a game at all," the Rose corrected as he broke open the wine cabinet. Two glasses were out, although he did wish that Jack O' Lantern did not make any further transmissions. While this was being done, while the police thought that Kingsley was in trouble, he was perfectly safe. It was a gamble but it paid off. "In the end, Spider-Man's head will be removed from his body."

"Yes…." Kingsley said as he took the glass, as he poured it into it. "It's to your success."

"To our success," Rose said as he downed the drink, the mouth opened up to reveal him to down the drink. There was a second where he pondered, it was a gamble to work with a wild card like Roderick Kingsley, but he figured that both of them could work together with each other for the short term. The long term would be something that would be entirely a different matter together.

If he had to cause Kingsley to be set up as a dupe to take a fall, well that was going to be done. The only small solitude was that Kingsley or no one else knew who he was underneath that mask. And that was something that allowed him to succeed.

Meanwhile Kingsley pondered. Did he trust the Rose? Absolutely not, he did not trust the man, and the fact that he had no idea who the man was, well that was problematic.

However, the Rose did serve a purpose to him. If it was not for the Rose, he would not have made the headway of getting the goblin formula when he did. He knew that if he did not get that formula, than his years of plans would be down the drain.

He downed another cup of wine, pondering. With both Osborns out of the picture and Doom's lapdog, he was closer. And when the Rose had outlived his usefulness, he would be out of the picture as well.

**To Be Continued.**


	21. Collateral

**Chapter 21: Collateral.**

' _Well this is just one of those days where he doesn't pay to get out of bed,'_ Spider-Man thought as he cursed his luck. The situation was as follows, the Rose's men stood on one side, Silvermane's men stood on the other side, both sides hated each other, but both sides would also be willing to put aside their differences in the pursuit of killing him.

As a result, the web slinger had no idea what he wanted to do, which way he wanted to go, and he could feel the cold steel of the bullets that whizzed by him.

He had heard that there was some kind of deal going down and things got ugly.

"We can divide the city, after he take out the web slinger!" Hammerhead yelled as he rushed forward but Spider-Man dodged his attempt to headbutt him in the chest. The web slinger snapped his web line out and tightened it around the feet of the criminal. He twisted his elbow and the individual flew ass over tea kettle onto the ground.

"Yeah, that's not going to work as well as you guys think it does," Spider-Man said as he dodged a traquilizer dart that nearly nailed the side of his shoulder. The web slinger dropped down onto the ground and there were a pair of goons that rushed him. The web slinger clonked their heads together and they fell to the ground like they were nothing.

The web slinger felt the gigantic thug that came forward and he nearly took his head forward. The web slinger blocked his swinging fist with a line of webbing.

"Blow him away boys!" Hammerhead yelled and a barrage of bullets were shot at Spider-Man. The web slinger ducked and dodged and he could feel the bullets that were about ready to take him out. In fact the web slinger was really feeling the burn right about now.

"Okay, that's not….that's just not!" Spider-Man yelled and he grabbed the two guns with his web linging. The web slinger slid underneath a set of legs. One of them, after the gun was pulled from him, tried to pick up a table leg with a nail on it and swung for the fences. The web slinger avoided the attack as the nail was about ready to impact into his head.

Spider-Man webbed his hands against his the piece of wood and the web slinger then came back down onto the back of his head. There was a thunderous crunch as the thug went down onto the ground.

"Ah shit, the SWAT!" Hammerhead yelled as he picked up a Tommy Gun that one of them men dropped and he tried to blow the web slinger away

Spider-Man was not feeling too good about the SWAT, especially with the Mayor's new policy of taking him down at all costs, despite doing so good. Then again, given who the Mayor of New York was, it was just as well indeed.

The web slinger jumped into the air and webbed two of them up as the SWAT took down the doors with a battering ram, destroying the wooden frame.

"FREEZE!"

"No, don't want to," Spider-Man said as he turned his arms and shot out lines of webbing, grabbing onto the guns and yanking them from their hands.

The web slinger felt the panic that would come in to being in a situation like this. He thought that he was the monkey in the middle before between the Rose and Silvermane factions but the SWAT might have been just as bad, maybe. The web slinger avoided their attacks, using the heads of various goons like stair steps.

"Take down the spider, dead or alive!" the SWAT Team leader yelled as they tried to shoot him but he was already halfway out of the room.

Spider-Man knew that this mission was going to be one that did not go that well but he was pretty sure that the SWAT team made a really big attempt to kill him.

' _I'm on the city's shit list this week apparently, well that's just wonderful,'_ Spider-Man thought as he kept propelling himself across the city. To say that he was more confused about this situation than ever before. _'And another Gang War…..we should really put a tally on those because there seems to be one about every three weeks and it just gets worse by each passing moment.'_

Spider-Man kept picking up the pace as he landed on a gargoyle. There was a van that pulled out. The web slinger clutched his hands against the side of the gargoyle and he did not even need his spider sense to realize that something big was going on.

Especially given that there were a group of individuals dressed in what appeared to bee keeper outfits, and they were carrying a crate in between six of them.

' _AIM, you've got to be kidding me,'_ Spider-Man thought, he had ran into the Advanced Idea Mechanics more than a few times, especially with their Big Headed Leader named MODOC, who had caused him many headaches.

"So, is he going to show up?" one of the AIM grunts asked another as Spider-Man heard things.

"I don't know, he said that he would be here, and there was no reason why he was here….."

"Gentlemen, thank you for coming," a young man said as he exited the truck, he appeared to be an associate of some sort for the Rose. "Do you have the equipment?"

"If you have the money," the goon said swiftly and the henchmen smiled as he held out a briefcase.

Spider-Man tried to get a better look at them but there was the SWAT helicopters that hovered around him.

"FREEZE SPIDER-MAN!" the SWAT team member yelled at the top of his lungs and the web slinger immediately bounced up and a rocket had destroyed the gargoyle that he stood on.

He knew that any attempt to figure out what AIM and the Rose was up to was lost, as the web slinger flew and managed to lose them after a half hour chase all around the city.

* * *

"Well I just finished the search on the gun that you found during your meeting with Jack O' Lantern," Gwen said as Peter made his way home. "And we got a problem."

"Auspicious words as always," Peter said with a sigh and Gwen cupped her hand underneath her chin and shook her head. "Exactly what was the problem?"

"Well….the guns….they're manufactured by HYDRA, there was a news report of similar shipments being lost, after one of the HYDRA bases were ransacked earlier this year," Gwen said and Peter nodded.

"So the Rose took advantage of the confusion and got the guns right then," Peter said and there was no question about that, that seemed to be about right. "And now….he has potentially high tech weapons and he's underneath a partnership with AIM as well."

"AIM…..oh why did it have to be them," Gwen grumbled and Peter smiled at her.

"My thoughts exactly, why did it have to be AIM?" Peter asked Gwen and the blonde shrugged her shoulders immediately. "I mean, they are one of the top manufacturers of weapons in the country but….I think that I might have answered that question right there."

"I think you might have, yes," Gwen agreed as she brushed her hand through the top of her hair, there was really no question about it, they were going to run into a huge problem, but exactly how much of a problem, neither of them really knew? "I don't even know what the weapons are able to do but they must have been able to do something if the Rose wanted his hands on it."

"And if he wants….." Peter said as he wondered about something. Gwen raised an eyebrow as a quizzical look spread over her eyes.

"What, Peter?" Gwen asked him and Peter decided to let her know what he was thinking, at least the best he could piece it together.

"The Rose seems like someone who was playing games, he used Jack O'Lantern, and he used the Sinister Six as pawns, he might claim that it's not about playing games, but you know what, he's a master of playing them," Spider-Man continued and Gwen frowned as she wrinkled her nose. "What if…."

"Pete….playing a group of goons and playing HYDRA and AIM who have vast resources are two different things….."

"We don't know who the Rose is anyway, so he could be someone who was at this for a long time," Peter suggested and then there was something that struck him immediately. "He does seem to have a contempt for the Kingpin…."

"Kingpin is locked away at his vacation suite at Ryker's Island though," Gwen argued and Peter nodded. "Unless you think….."

"Former mob enforcer who is deciding to take control of the pieces of Fisk's empire, I mean the Master Planner and the Green Goblin both tried, and…..well they're gone more or less," Spider-Man said as he let out a breath that he was holding in.

There were so many questions that Peter had and unfortunately there were not too many answers to go along with it. That might have defined his career as Spider-Man nearly as much as great power coming with great responsibility.

"You're going to figure out Pete…..I think that my other search is about to come through, let's see what we have here," Gwen said as both of them stared intently at the computer screen as something came to life. The blonde blew her hair away from her face where it flipped back down. She placed her hands on the side of her face and shook off the cobwebs.

"I'm guessing that something did not go according to your search," Peter said.

"Odd doesn't seem to cover it but…..Roderick Kingsley was spotted leaving one of his offices the night that he was captured," Gwen said. "At the time where he was tied up by Jack O' Lantern."

"Well….that's odd," Peter said and he suggested something. "You know with all of the shape shifters out there, it could be someone posing as him to steal Kingsley's secrets, although he runs a fashion company….unless a rival hired the Chameleon or someone."

The Chameleon was something that Peter had his problems with in the past, given that the man discovered his secret identity and sold it to Graydon Creed. Thankfully, Creed suffered a brain aneurism before he could spill the beans to the world and he had been exposed as a kook to begin with.

"Could be," Gwen suggested although there was deep skepticism dancing from her voice. "And if it was, well that ties into the HYDRA connection. Of course Kingsley made out well again, ten billion dollars he got out of insurance."

"That's odd….ly specific," Peter thought as he stood rigid and remembering the number Naomi Burnett said with the estimated number for the ransom. "That's the same number his assistant gave The Rose and Jack, when they called in to let them know that they had Kingsley."

"So do you think the assistant might be in on this?" Gwen asked and Peter frowned, he had to mull over this problem from every single angle before he figured out what he wanted to do.

"You know that's a good question and I really don't know," Peter said as he threw his head back with a lengthy sigh. He really had no idea what to make of this, if it was heads or tails immediately. "I'm going to see if I can follow up on the lead that I had earlier, providing the SWAT doesn't swat me."

Gwen could not resist smirking slightly at the pun but she gave Peter one statement. "Be careful."

"You know me, I will….so is the suit….."

"Nearly ready, I'm actually trying to remodel it from scratch," Gwen said as she leaned at Peter and kissed him, with the blonde returning the favor.

* * *

The Rose waited patiently behind his desk, his hands folded over the top of the table as he peered out from behind his mask.

"The web slinger tried to stick his nose in my operation yet again, expected but annoying," The Rose said to his second in command. "But, it doesn't matter, soon he will be put down and it's not like he doesn't have his problems. The SWAT will take him down, just like that, he's nothing, nothing."

"Well, one might….."

"I wouldn't disagree," The Rose said gruffly as he managed to keep his wits about himself. He was expecting another guest, someone that would keep the Spider-Man at bay. All he had to do was play the game that no one liked to play, the waiting game. However being a patient man, he could do it, all he needed was a little willpower. "Our friend will come soon, just ensure that the package is in the right location. I'm counting on you, don't let me down."

There was a moment where the individual on the other end of the line indicated that he would not let the Rose down but he disappeared into the distance with a crackling crunch.

The Rose waited as there was a thunderous knock on his door. He wasted no time in inviting the person in. "Come in."

The man was dressed in a suit, although one could see that there was something else underneath his suit. He had a rhino horn that caused him to stand out in a crowd, although no one was willing to laugh at him because he was the last person that they would ever see.

"Yeah, you wanted me," Rhino growled as he sat down, nearly breaking the chair. However given that it was specially reinforced, it did not quite give away just that. The large animal themed villain placed his hands down on the table.

"I want to call into service your talents, as an enforcer for a deal that's going to go down," the Rose said as he poured himself a glass of whiskey and tipped it back. "I have the matter completely under control but at the same time, there are certain unsavory people who might ruin my night."

"The web head," Rhino grunted and the Rose smiled as there was a sense that he was in fact getting the picture for better or for worse. "Been wanting to settle the score with him for an extremely long time."

"I'm sure that you have," The Rose said as he peered at the man. He was not the brightest bulb in the box but at the same time, the mob boss to be did not hire the Rhino for his thinking capabilities. His head was nearly as hard as Hammerhead's and he was much stronger. He needed an enforcer that could enforce his will. "And I'd allow you to keep the web head's heart as a trophy."

"Oh will you?" Rhino asked as he imagined the blood spilling from his enemy's chest as he was put down just like he was nothing and as far as Rhino was concerned, Spider-Man was nothing.

"Yes, but you have to take him down first, this isn't a charity, but I'm sure that you want revenge of all of the times that he humiliated you," The Rose said as he slid back and sure enough Rhino bounced up, nearly overturning the desk in his rage.

He called that one like that.

"Yes, yes, I'm going to crush that son of a bitch!" Rhino yelled as he looked more like a snorting bull than a Rhino but the Rose did not care about the animalistic comparisons, all he wanted was results and he was going to get them.

"Yes, I'm sure that you do," The Rose said as he was happy that he also had the foresight to save his drink. He tipped it deep into his mouth and continued to drink what he had immediately. He kept sipping what he had.

"Yeah I am!" Rhino grunted and he almost was about ready to punch the wall but he kept himself lined in. "So what time am I going to take him down?"

"Soon Rhino, sooner than you think," the Rose said as he took a phone call. The enforcer was not privy to what was going on with the other end of the call but never the less, the Rose nodded his head up and down, a frown curling around his lips. "Yes….it's ready, yes I'll be there, I'll see you in a little bit."

There was a second where Rhino kept his eyes locked onto the eyes of the Rose but there was no question, he was merely muscle and muscle did not think for the brain.

"It's time," The Rose whispered as he turned to the Rhino and the Rhino thundered excitement, with the mob enforcer ready to go.

The Rose believed that he was getting closer to putting the city of New York underneath his foot. His father told him that there were a few false starts but now he was going to achieve something great. He could feel it.

"Make sure it's in order and if Hammerhead or any of his goons show up, eradicate them, I don't want enough of their body left to feed to a fish," the Rose told his men immediately as he walked forward and down the steps. His men opened up the van and the Rhino climbed into the van, nearly rocking it.

"We're ready," one of the goons said and the Rose got in the passenger's sheet and crossed his arms immediately as he leaned back for a second.

"Good, let it begin," The Rose said as the goon put the pedal to the metal of the van as it was driven forward into New York. It was bullet proof so there was no chance that he would get taken out and if the van would not deter him, well the Rhino would.

* * *

Spider-Man went back to the scene of the crime, there should have been no way possible that the Rose would have left anything behind but he had to try. The AIM agents were not around, in fact he saw nothing but a janitor who was walking around. He looked rather bored as he was dancing with his mop.

' _The things that you see in this city,'_ Spider-Man thought as he hung down and he could see a van pulling down the street out of the corner of his eye. Three limos followed each other in succession and the web slinger watched. _'Okay….that's interesting….very interesting….very suspicious but very interesting.'_

Spider-Man saw a spotlight but he climbed up to avoid being caught up on it. The SWAT was still looking around, despite it being well after midnight and the web slinger felt his knee buckle a tiny bit.

The web slinger propelled himself up again and he could see a pair of AIM agents. The wall crawling hero caused him to land down onto the ground and he stood on his arms and legs, rearing his head back for a second.

So far, so good, at least it was so quiet.

"Check around here, there have been cops snooping around, thinking that they can catch us," one of the goons said as he cocked his gun and reloaded it. "Bastards are going to get buried in a parking lot."

"Really?"

"Yeah."

Spider-Man hung upside down and saw a group of gang goons talk to a group of AIM agents. The web slinger placed his hands and feet on a crane that he webbed onto. He kept climbing and was above them.

' _Move it, move it,'_ Spider-Man thought as he waited for an attempt to get them and he saw his moment, when one of the AIM agents stepped off to switch off.

That left the second one all alone and the web slinger pulled him up by the ankle and then into the cab of the crane.

"You will…." The AIM Agent stated but Spider-Man swung his elbow and knocked him out, causing him to be knocked out. It was not a violent blow per say but it really did in fact do the trick. And he slumped down to the ground like he was nothing.

"Oh will I?" Spider-Man asked as he managed to pull off the AIM Suit. "Ohhh….I don't think that dry cleaning is an AIM talent but….going to have to take a shower later."

Spider-Man dropped down, disguised in the evil bee keeper costume of AIM.

"There's been a security breach, it's Spider-Man," the web slinger said in a gruff voice and the two AIM agents looked at him, raising their eyebrows but they nodded.

"Spread out," one of them said and Spider-Man, disguised, slipped inside of the warehouse immediately, and could see that the Rose was talking to someone on a screen.

"Just make sure to do it….."

Spider-Man nearly made his way over but the Rhino saw him.

"HEY!" Rhino growled as he realized that half of the costume was ripped. "I knew you were around her somewhere."

' _Oh boy,'_ Spider-Man thought as Rhino rushed him but the web slinger dodged the attack of Rhino. He bounced up and jumped onto his large broad shoulders, trying to take him down onto his knees but the beast grabbed him around the scruff of the neck.

The web slinger was bounced off of the walls and Rhino rushed him but the he jumped into the air, landing down onto his feet. Two lines of webbing shot onto Rhino's broad back but he snapped the web lines were rattled.

"Take him out, shoot him!" Rose yelled but Spider-Man thankfully managed to use Rhino's body to block it.

The web slinger bounced off of the broad body of the Rhino and the web slinger bounced back across him. The friendly neighborhood hero dodged them.

"Hey watch how you blast those things," Spider-Man said as he bounced up into the air and then bounced off of the face of the enemy.

"Watch it, you punk!" Rhino growled as he tried to gore the web head and Spider-Man dodged the attacks. The web slinger shot a line of webbing around his arms and legs but he snapped it.

"Distract him!" Rose muttered but the web slinger jumped out from in front of him.

"Okay, now it's me and you….."

Spider-Man's spider sense went off and there were a trio of snipers who were on the catwalk. He latched a line of webbing and pulled on the weak part of the structure and caused them to land onto a stack of cracks.

The Rose slipped out of the door and Rhino once again rushed at the web slinger, with his beefy shoulder extended out. The web slinger avoided the attempt of his shoulder being driven into him. The web slinger once again ducked, jumping from one side to the other.

"Stand still!" Rhino said.

"And cause my heart to be put all over your horn, no thank you," Spider-Man managed as he jumped up into the air and wrapped his arms around Rhino's head, but the massive thug hurled him off.

The web head lifted and pulled the quick release of a net, which caused paint cans to rain down on Rhino's head.

There was a sound of a battering ram and Spider-Man tensed up, his spider sense went off.

"Open up, or we will open fire!" the SWAT Team leader yelled and the windows began to crack.

"Better get out of here," Spider-Man said as he tried to get away as but Rhino grabbed his ankles and held onto him. "Hey, let…go!"

Spider-Man nailed him into a huge kick to the face, and drilled him with a series of kicks as he tried to slip away.

Rhino turned around as the door flew off with the SWAT ramming it in but he caught it. Several canisters flew onto the ground as Spider-Man had disappeared into the night, but he managed to pick up a shipment order that was dropped.

Gas canisters put out the Rhino as he coughed immediately as he dropped down to one knee.

"No, not going, not now!" Rhino growled as he covered his mouth with a face mask and he blew through the SWAT team before running out into the night with them chasing him.

* * *

"Overall I would have to say that tonight's events was nothing but a great success," The Rose said as he lifted up a glass to toast the situation. "And even my enforcer got away, and I will be keeping him on."

"He passed the test then?"

"He passed the test," The Rose whispered with a wide grin on his face. There was no question about it, he was rather pleased with how this was going all things considered. He was soaking in his adoration and his success. "And Spider-Man is not the wiser to what is going on."

"But if he gets closer to our operations….."

"It won't happen," The Rose said swiftly with a smile on his face. Spider-Man thought that he had all of the answers but the questions kept changing. He was slowly going to drive the web slinger, both of them insane, and then the city would be his. "And we got a pretty good chunk and managed to cause Hammerhead's shipment to be lost."

"Overall a successful day then, but not…

"It did not work as intended, I will concede that but we will work from there," the Rose said as he drummed his fingers at the edge of the desk and malice flooded through his eyes. "In the end, you will see what we can do, in the end…."

"Yes in the end, we will win the day and we will seize the city," the person on the other end of the communication. "The world has been something that many have tried to take but there are people who have failed because they did not plan."

"We have the mistakes of many people to live up from," the Rose whispered immediately over the other end of the communication link.

"And we have the mistakes of those who came before us in that position where we won't be able to make them again," the contact said, the voice extremely garbled. The Rose was about ready to meet another one of his mystery contacts. "And AIM's technology will allow us to become master's of the world, and they will suffer a fall."

"Ambitious but I like it," the Rose said as he took another drink and then held up a cigar. There was a second where he paused and looked at the cigar. It was bought with the blood of his enemies but the one that kept getting away at Spider-Man. "We learn from the sins of our fathers….."

"And the sins of our father will be something that will pave our path to the top," The Rose said and there was a beeping underneath his desk. "I have another call, if you will…."

"Do so, I will be meeting you all too soon and HYDRA losing that shipment directed the heat off of us, SHIELD doesn't even know what the plan is, until it's too late," the soft spoken voice said. "We will meet on Wednesday."

"Yes, we will," the Rose agreed as he was ready for that meeting. Never the less he had a call that he needed to take elsewhere. "Yes."

"It's me," Kingsley said. "We have a problem."

"I don't comprehend," the Rose said to him immediately.

"Someone has been trying to hack into the security system at the official headquarters for my company and….."

"Did they see us meeting?" The Rose asked crisply. He was not going to have one security flaw tangle everything that he was working on. "Did they see me….."

"No, that camera was not tampered with but if they looked at the time stamp, they would have seen me at the office the time where I was supposed to be kidnapped," Kingsley said and the Rose had an ugly scowl on his face.

He had a bit of a temper and held up the handle of the beer bottle and he swung it against the wall, smashing it like it was nothing. It shattered hard against the wall and he scowled once again.

"There's….there's no reason why they suspect anything is up," Kingsley said but there was a long awkward silence as he could almost tell the Rose was fuming.

"No, there isn't, but I have to be completely sure, beyond a shadow of a doubt that no one who could ruin everything is sticking their nose where it doesn't below," The Rose said as he looked forward. "I want you to run an investigation of anyone who is trying to access the network, track them down, and once you find them, I want you to take them and I want you to put a bullet in the back of their head, do you hear me?"

"I hear you, loud and clear," Kingsley said without even missing a beat. There was just something about this that was unsettling but he was trying to keep thing cordial. "It will be done."

"See that it is, for it's your security breach that was going to ruin everything," The Rose said. He was not going to be like the Kingpin where something went wrong and it landed him in prison for the next thirty years. He was so close, yet so far.

The Rose got up to his feet, as he looked out the window. The city was in the palm of his hand, if he could just snatch it, it would be his.

It should be his, it will always be his, just like that. The Rose vowed victory and he would put a bullet in the head of the person who was investigating this.

**To Be Continued.**


	22. Deadly as Sin Part One

**Chapter Twenty Two: Deadly as Sin Part One.**

Quiet, calm before the story, just another night for everyone's favorite neighborhood web slinging hero but he knew that he was expecting a pair of individuals to turn up to join him.

One was a tall man with brought shoulders, wearing the red, white, and blue, carrying a shield. He was the type of man who needed no introduction but Spider-Man thought that it would do him a disservice if he did not get one anyway. He was the one, the only, Captain America.

Standing next to him was a tall woman who had a body built both for seduction and kicking ass. Her name was Natasha Romanov but she was known as the Black Widow. That name was accurate given how deadly she was. And she was one of those women who could wear a skintight black suit rather well but that was beside the point.

"With the Rose working with HYDRA, this city wide emergency has turned into a national problem," Natasha said and Spider-Man nodded, he figured as much.

"And HYDRA….we thought that they were done but like their namesake if you keep chopping off one head, two more comeback, it's a never ending process," Captain America said.

"Vigilance, that's what you need, we need to find out what the Rose is buying from them and if AIM is involved, we got a powder keg," the voice of Nick Fury said immediately as he popped up over the network.

"Understood," Captain America said. This was far from his first rodeo. He spent a good half of his life going head to head with HYDRA, butting heads with them even to the point where his skull hurt. The embodiment of the United States of America braced himself for what was going to happen next. "Don't worry Commander Fury, we're going to be ready."

"You better be, with what we have to deal with," Fury said, the Director of SHIELD was not someone who minced words lightly.

"This is a mission that we might not come back from," Natasha said to Spider-Man and the web slinger turned his head to the woman.

"Every day, there's a chance that I might not come back from a mission, I'm ready," Spider-Man said and the two Avengers and veteran superheroes nodded. They had stood ready on the edge of going in for battle and prepared for the moment where they might not come back.

"We know that HYDRA has been shipping weapons out under the guise of shipping out fruit and other food," Captain America informed Spider-Man and the web slinger nodded in agreement. "And other than that…..we have no idea what they might be doing."

The Rose was something that baffled SHIELD, even to this moment and that caused Spider-Man's spirits to even heighten. If the super spy organization was not able to pluck the Rose, then what chance did some spider themed hero have?

"This way!" Natasha whispered and they ducked into the bushes.

There was a truck that pulled up and Fury muttered underneath his breath. "That truck has been coming there every three days like clockwork. You see it? They're loading the crates."

Captain America saw the crates, they were marked as fruit products but the spirit of America doubted very much that was the case. He frowned as he locked his eyes on the crate as they were about to be put on the truck.

"See it?" Fury whispered and he nodded. "Good, see if you can get in close to track it."

Natasha, being the adept spy that she was, was already on it immediately. There was a disc that she removed and then with expert precision, flipped underneath the truck.

The device stuck underneath the truck and the redhead spy smiled as it began to blink to light. She did not need to say anything to Captain America and Spider-Man but she decided to tell them anyway. "We've got a signal."

"SHIELD has picked it up immediately," Fury said as he could get the signal on the other end. There was a blinking and a blip, blip, blip. The Director of SHIELD awaited to see what was going to happen. "Keep on it."

"Keeping on it," Natasha said but the signal split apart into three different signals. "That's not possible."

"Anything's possible….but why isn't possible?" Spider-Man asked and Natasha was immediately able to jump in.

"It's confusing but they're splitting the signals in half, trying to confuse it," Natasha said which meant that HYDRA knew that they were there.

Suddenly, Spider-Man's spider sense went off and he looked at them before he yelled out loud. "EVERYONE MOVE!"

They did in fact move with the web slinger grabbing both of them and pulling them away, before someone detonated a bomb beneath them. The explosion was avoided as the three heroes moved away.

' _We must be on something deadly if they're trying to kill us!'_ Spider-Man thought and there was three shots fired by the sniper.

No one was hit which was a miracle by itself but the web slinger stood up straight, rigid. There was a never ceasing buzzing in the side of his head and he could see that there was someone there. He was not the only one who could see that.

"Get her!" Natasha yelled as she grapeneled up to go after her, but the mysterious hooded female, whoever she was, tried to stab the Black Widow.

She could see the poisoned dagger but the Black Widow was just a bit too quickly. She pulled out a knife of her own and disarmed the woman.

"You won't take me, SHIELD won't take me, not again!" she said and she slid a pellet out of her sleeve which hit the ground and caused an odorless smoke to kick up, to choke them out.

She jumped into the air, clinging against a getaway helicopter, which moved out into the distance that left many more questions and not too many answers.

* * *

The woman in the hood who had met Spider-Man and the Avengers quickened her pace. The HYDRA soldiers stood on either side of her, growing rigid. She could not bother to give them the time of day, especially since she had a very important contact to deal with. She managed to take control several factions of HYDRA and those who she could not take, she would break. The woman kept a quick pace and then she stopped.

"Stand still!" she told them and they moved. "Face front and go, make sure the crate is secured."

"At once," one of the HYDRA goons said with half of a kneel although there was an ugly scowl on his face. He understood that there was a failsafe implanted in the back of his head and if she activated, he would go down in a heap.

The woman with redhead was sure that they were going to grab the crates. It was by a small chance that they went down a different road earlier today, although she sent her message to SHIELD and Spider-Man, whether or not they got him.

She pushed the doors open. Her body had been scanned for any listening devices that had been planted on her. She was pretty sure that she was clean but at the same time SHIELD was a bit too crafty for her own liking. When the woman found that all was clear, she sat behind the desk, skimming through a file folder. Then with that done, she tapped a button.

"Sin to Rose," the woman, known as Sin stated. "We have a problem, a certain arachnid has been nosing around my operations."

"I'm sure HYDRA can take care of it," The Rose said.

"There are….certain circumstances which I have been forbidden to directly kill Spider-Man," Sin said crisply and the Rose paused for a second.

"I was under the assumption that you were under control of HYDRA….."

"Until I can unite all of the factions, my control is only loose at best," Sin corrected him and she was not about to answer to this soft man. He had hid behind a mask of deception, even more than some of the crusty old Nazis that should have died with the Reich in HYDRA. "But, Spider-Man is an interesting case."

"Why?" The Rose demanded and Sin gave him a sharp gaze. "Let me guess, this is one of your need to know basis things."

"You know, I should not even have to tell you," Sin said as she understood that the Rose and his syndicate was something that she grudgingly had to work with. There were higher level people in HYDRA that were working with the various syndicates and if Sin was hoping to flush the latest of the old guard out, she would need to work with some people that she was not accurate with. "Do what you wish with Spider-Man, but I'm not going to put my own head on the line."

"When we struck this partnership I assumed that you were under control…."

"Oh, I'm under control," Sin said and there was a loud bang and one of the Rose's men went to the ground. "It seems like one of your bodyguards fell to the floor, its unfortunate but expected. Same thing could happen to you if you're not careful, and I would be really careful if I were you."

"You dirty rotten…."

"You did doubt my power," Sin said as she smiled. "Let's not forget that you're relatively small time, but if you scratch my back, I'll scratch yours, in a sense. SHIELD….don't worry about them coming to your front door. If you try and double cross me, you should worry about HYDRA."

"Don't worry, I'll worry about you, just worry about what would happen if your bosses lose control, before you're ready to take it," The Rose whispered to Sin.

Sin was pretty sure that this spineless weasel had just tried to threaten her and she found his attempts to do so very much amusing or she would have, had she not been so quick to temper.

"You can't even defeat a group of gangsters, so I wouldn't worry about what you can do to me," Sin said, she had heard that the Rose and his men had gotten into a battle with Hammerhead and his men and if it was not for some timely intervention from one of HYDRA's inventions. "I'll let you know the new location for the shipment. Sin out."

Sin switched over immediately.

"Sin to MODOC," Sin said without saying a word and MODOC's head appeared in the shadows. "Is it ready?"

"It will be ready within the next Fortnight," the mechanical menace said in his most crisp voice without any emotion. "I must inquire why do you want such a device and why now?"

"It's needed if HYDRA is going to be the rightful masters of the world and if I'm going to be the rightful master of the world," Sin breathed as she folded her arms over. "I trust that you understand that AIM will finally get the respect that it deserves. All you need is to get it done and I'll handle the rest. Providing it works."

"It will work," MODOC said in a voice that dripped with arrogance, almost as if he was offended that there would be any thought that it was not going to work. "I will contact you if there are any difficulties or delays."

"Very well," Sin said and he clicked off, as she picked up the folder one more time. She had to get control of this organization and keep control of it. Although with the Avengers, SHIELD, and Spider-Man on her neck, she was not sure if she was going to accomplish all that much.

Then there was the Rose, he was becoming a headache and Sin debated about cutting her losses but she needed to keep control of him, just a little longer before tossing him out like the garbage that she thought that he was.

* * *

"The more questions I have without answers, the more that this entire situation is just a powder keg ready to blow up in all of our faces."

' _Leave it to Fury to say how screwed up this situation is in the bluntest manner possible, accurate as it might be,'_ Spider-Man thought as he sighed. He was not going to lie, he would have to agree with Fury, this could be a problem, a big problem.

"We did manage to cover one small scrap of paper, although whoever attacked us, made sure to destroy any physical evidence," Natasha informed Fury. "Scans indicate that there may have been two trucks in the area, one of them was camouflaged."

"So simple, yet so elegant," Fury said and there was a couple of raised eyebrows from SHIELD agents, Spider-Man included. "To put a truck out in plain sight, while hiding a second truck, that is something where many people would not think differently. Cleaver, I'd give them that."

A bit too clever if Fury had to admit it but he was going to give the devil its due. HYDRA would not have been around as long as it did, had they not been able to fly underneath SHIELD's radar time and time again.

"Any idea of who the mysterious woman was?" Spider-Man asked and Fury turned towards him, keeping one eye peeled on the webslinger. He felt like he was being ex-rayed, likely because he was.

"Not one clue," Fury admitted and that was something that burned up the Director of SHIELD inside. He was about ready to run a facial recognition scan but they did not get a clear shot on her face.

Yet there was no clear shot on her face and that caused Fury worry. He was also trying to figure out who the Rose was and hacking into his communication channel meant that he needed to find out who he was. The problem was that if he did not find out who the Rose is, then there was essentially no way for him to get inside his network.

"Don't worry….we'll….."

There was a beacon that went off and Fury walked over to the command deck. There was a second where SHIELD went dark.

' _It must have been a power spike of some sort, and that's a pretty big power spike,'_ Spider-Man thought as he could see that it knocked out all of SHIELD for about ten seconds.

"EVERYONE WITHIN THE SOUND OF MY VOICE, GET ON DECK!" Fury yelled at the top of his lungs and his voice echoed against the walls. All of SHIELD scrambled to meet them.

The SHIELD agents moved up quickly and Fury kept barking orders.

"Listen up, I want to make sure that there is no damage to any of the components, do you hear me? Check everything and then check it again."

Fury assumed that his worst fears might have come to light, the fact that someone could have slipped some kind of virus passed the defenses and screwed up things big time. The Director of SHIELD was not in a sound enough mind to begin with and he kept walking from one side of the deck to the next.

Spider-Man could tell that this was not a good enough time to talk so he kept his mouth shut. That being said, his mind raced several miles a minute.

' _I don't know…..actually this could be another message, HYDRA does like playing mind games a lot,'_ Spider-Man thought as he pondered the situation over in his mind.

Black Widow immediately craned her neck, and he could tell that she was thinking along the same lines. Natasha's eyes burned with the fury that one could expect from someone like her and she turned to the man himself.

"We need to seal off the area," Fury barked immediately and there was a round of nods as all of the SHIELD agents scrambled around. Fury was pleased to see all of the hours of drills did not go wasted.

"External source commander Fury sir, it appears that HQ was not the target, although I think that getting our attention was a nice side benefit," one of the agents said with rapid fire quickness and Fury raised an eyebrow.

"You think or you know?" Fury demanded and there was a few seconds where the SHIELD agents shifted absolutely nervously where they stood. "Find out for sure and then report back to me when you have something that is more than thoughts."

"Yes, sir," one of the agents said nervously as Romanov, Rogers, and Spider-Man stood in the background.

"The woman who attacked you, she may have taken over one of the HYDRA splinter factions," Fury told them. "We managed to shut down two last week but three more popped up."

"Well that is the definition of HYDRA," Spider-Man said to him and Fury looked at him. "Yeah, I know, leave the jokes at home, I get it."

"You might get it but you keep doing it," Fury told Spider-Man but there was another alarm that went off.

"Commander Fury sir, there's been a security breach, Base Omega 13 has been hit," the agent said and Spider-Man opened his mouth but turned to Natasha.

"Is this one of those things where I can ask or is it one of those things that are classified?" he asked and Natasha half raised an eyebrow before she offered him a calm retort.

"What do you think?" she asked him and Peter nodded, that seemed about right, actually that seemed to be close to the story of his life, where things were classified.

"Right, I should have known," the wall crawler said as he wondered what was happening now and while SHIELD seemed to be even more worried now than ever before and that was something, something that worried him even more than normally.

They would all have to wait and see, as Fury would have more information before deploying them back. And given that Spider-Man was an Avenger about every third Wednesday, he guessed that this counted as an Avengers mission.

* * *

Vault Omega 13 was a vault of confiscated weapons and plans from criminals for weapons that were not built yet but they could have been built. It was top of the line SHIELD security because even if one of these weapons got in the hands of a wrong person, it could be a mess and they were not going to backoff immediately.

There was a loud cracking sound as the concrete split in half. The SHIELD agents scrambled forward they held the guns out and pointed it towards the crack of the ground.

Click, click, click, BOOM!

There was a tunneler like device that smacked through the floor and the top of it flung open. There was a group of thugs that spilled out of the top of pavement, cracking it as it made its way on through. There were a group of individuals dressed in suits, with gas masks on and they threw several metal canisters into the air.

They flew to the ground and busted open just like that, causing gas to spray every direction, choking those who were nearby and causing them to stagger. The goons marched in two by two, and then they slammed the goons down to the ground, causing them to spiral ass over tea kettle, causing them to land onto the ground.

"Let's go!" one of them demanded to the other. "LET'S GO, LET'S GO!"

This term was chanted as the goons scrambled forward, causing several glass balls to drop onto the ground and a stick substance spread over the edge of the door, wrapping on the hinges and causing them to be stuck in place.

One of them reached for a radio in an attempt to contact someone, contact SHIELD for back up. There was a second where he thought that he had his hand on the edge of the radio. Then he was shot in the back of the head and thumped down. Two more shots caused blood to spurt out of the back of his head, and blood poured from his mouth.

"Take me down, keep him down!" he yelled and the SHIELD agents were hurled against the wall. One of them had a key card on them but that was swiped.

"I wonder what's behind door number one," the man whispered as he clicked open the door. He waited with glee as the door swung open.

There were a number of equipment pieces that was on the other side of the door and he smiled in excitement. He did not know what half of the things did, but that would be up for the boss to find out.

"We were only sent here to get one thing, no window shopping," the leader of the crew told them.

"You do realize that we're sitting on a fucking goldmine right here, don't you?" the thug asked and the goon looked back at him.

"I know what we're sitting on but I'm just telling you what the boss said, after the mood he's been in, I don't want to fuck him over," the other goon said as he kept looking him over. "Let's just please that son of a bitch, or we're going to be in deep shit."

They were looking for a certain project that their boss wanted to find.

"Five minutes, the alarm will trigger in then, move it, let's go, let's go!"

"Right, going, going, keep your panties on," one of the thugs said as he flipped through the boxes of documents. He was looking for a particular serial number although he was not sure why the boss wanted this and was overlooking all of the goodies. However, he was the boss and he was just really trying to look through everything.

"Got it!" one of the thugs cheered and he could see that there was someone who was pounding on the other end of the door.

"Took you long enough," one of them grumbled but never the less, they had about two minutes to get out of here before SHIELD completely was on them.

"Let's go, get down, trial run was a success, and leave no one left standing," a thug said as he set up an explosive device.

"You're going to destroy all of these weapons?" another thug asked, wondering about the logical flaw of this.

"Nah, some of these weapons can't be destroyed, otherwise SHIELD would have dismantled them by now," the thug said as he began to drill through the ground.

They were going to make a complete getaway and they were going to get away with the perfect crime. That was two things that they were going to remember throughout all of this time.

The sticky substance on the door slowly melted but then there was a loud clicking sound as the bomb wound down. SHIELD would be here while they would be gone.

A loud explosion resounded, killing all of the SHIELD agents inside and destroying most of the base. They had gotten away with the blueprints and they got away with murder. The bomb destroyed all traces of DNA left so they could not be traced as well.

The explosive chemicals mixed with certain toxins in the base and started to pump a vapor into the air which would make a destructive cocktail. It was not going to be determined what the cocktail was going to be but it would prove to be quite dangerous.

It was part of a completely convoluted masterplan that would allow them to win the day and succeed because of everything. HYDRA was ready and willing to go.

SHIELD showed up, a few seconds too late, and they nearly gagged on the noxious fumes, and the wind was blowing. Rain kicked up and poured from the skies, with a sinister tone as lightning cracked over the skies.

* * *

Sin kept the smile that went across her face sharp and firm, crossing her arms together.

"Stick to the plan," she whispered with glee dancing through her eyes and the smug smirk got even wider to the point where it was pretty much scary.

"Yes, Mistress, we'll stick to the plan," one of the HYDRA agents told her and Sin looked up, she immediately kept her eyes up as she waited for the helicopter to return. After SHIELD had been alerted to what they were doing, she needed to step up on the time table.

Sin was not someone who was famed for patience but she was going to have to make due with what she had.

The helicopter landed on the ground and the redhead female awaited them.

"Did you get the plans?" she asked to them.

"Don't know why you wanted these particular plans or the Rose for that matter," one of the goons whispered and Sin smiled at him, although there was something murderous about her glare that caused shivers down their spines. To say that she was cruel would be the understatement to end all understatements.

Naturally she paused for a second. "It is not the place of the muscle to know."

That statement, crude and dismissive as it was, pretty much showed her attitude against all of the minions. She was a cold and harsh woman and she was not about to play their games. Sin crossed her arms over her chest and took the piece of paper.

' _Part of one big plan,'_ Sin thought to herself as her eyes burned with glee as she thought that another mission had gone off without a hitch. And while the Rose thought that his men were part of the game, she disagreed. Sin had lead HYDRA down the rabbit hole and they were able to come back up with the goods that SHIELD was holding back.

Half of the weapons in that base was junk that was unstable, although hard to dismantle. So Sin was not really inclined to waste the slightest breath she had on trying to pick that apart.

"Keep your eyes forward," Sin ordered but suddenly her communication device went off. The Rose was a persistent contact, although the Weed might be something of a more accurate moniker for him. He was as persistant as one and Sin would like nothing better to stomp on him, until he was nothing. She reached forward and flipped open the communication device. "Speak clearly."

"The device worked like a charm, but remember it was my men who broke your men inside," The Rose told her.

"You take far more credit than you should for my accomplishments and the accomplishments of HYDRA, you sicken me," Sin said but she had to keep herself calm and not lose her temper. "But you do raise an interesting point, SHIELD will be looking in the other direction to see what we took."

"I don't know why you only wanted one blueprint….."

"You don't need to know that, just make sure you keep following the plan and you will be master of the city just as HYDRA is the master of the world," Sin said but the Rose once again laughed.

"You're giving me a mere city after all I've done, that's amusing, but I'll take it, my legacy is one where I should make all fall before me," the Rose said. "Fury doesn't even know….."

"Fury might expect but he has issues of letting those into his confidence and I intend to exploit them," Sin said as she clasped her hands together. "Whether his Avengers have any clue about the dangers that they face, he thinks that I'm just another rogue HYDRA agent leading a splinter group."

"Well my dear, you do seem to have things together….."

"Don't call me anything like that," she breathed immediately as her heart started to race immediately. The woman's eyes burned with fury.

"Sorry, just trying to be cordial, after all this is a partnership that is based off of trust," the Rose said. "Don't worry, I'm sure that we can handle the Avengers…..now that HYDRA has given us weapons beyond our….."

"Careful with those weapons, Rose, they will blow you to smithereens if you don't know how to use them," Sin whispered.

"You have a lot of pressure on you," Rose stated to her. "I can tell, you have someone more famous and better than you ever were to live up to. It happens, don't worry it happens."

"Do not assume that you know everything about what is going on with me," Sin whispered in her most harsh tone of voice.

"Obviously, I would not assume, but I know for I live it," Rose said. "Phase three is coming up."

"Yes, Phase Three," Sin said and this one, well it was a killer. It would be time to say goodbye to the Rose and she only wished that his suffering was prolonged.

She could not wait to implement it and the world would be under the hands of her and underneath the hands of HYDRA. Time stood still but soon it would not escape, no one would escape, she would have everything completely.

Power would be hers and all would fall before their might. She would prove that she was greater than any leader HYDRA ever had, including the Red Skull, especially the Red Skull.

**To Be Continued.**


	23. Deadly as Sin Part Two

**Chapter Twenty Three "Deadly as Sin Part Two."**

Spider-Man always thought that it got off to a pretty bad omen when he was being shot at. The bullets whizzed at him immediately and the web slinger picked up the pace, trying not to careen to the ground too quickly. His eyes popped open as he flipped and stuck the landing on the ground like he was nothing. He rolled over and could see the Rose's men.

"Well what do we have here?"

"One friendly neighborhood dead Spider-Man!" one of the thugs grunted as he tried to blast the web slinger but he dodged the attacks.

"Okay, we can sort this out, you know, very easily," Spider-Man stated but he could tell that they were really not in the mood to negotiate. Perhaps they would be in a bit better spirits if he took their toys away from them and so he did, pulling them from their grips and causing them to land onto the ground with a thump.

An arrow whizzed through the air and knocked the weapon out of their hands with a clunk. Hawkeye had joined the party and Captain America was in right as well. He hurled the shield and it bounced off of three of the goons like pinballs.

"HYDRA has armed these goons…."

"Just more of a reason to take them out," Natasha said as she kicked one of them so hard that at least some of the bones would be snapping and cracking. She swept the leg out from underneath him and then jumped up, implanting one of her high heel boots down across the chest of an enemy, taking the wind out of him.

There was a series of sonic grenades that flew up into the air and landed on the ground, emitting an ear splitting shriek that backed them all off. They felt their ears rattled from the attack and they shook their heads trying to get back.

"Oh, and I thought pop music was bad," Clint grumbled and Captain America kicked the orb which caused it to explode against the wall.

"Ear protection on!" the star spangled avenger said as he kicked the metal orb off to the side immediately. There was a few seconds where more of then exploded.

"Yeah, I'm sure that none of those things should touch us," Spider-Man said and there was a second where Captain America raised his eyebrow and nodded. "I thought about as much."

The web slinger dodged each individual attack with swift precision. His heart was steady and his mind was strong, he was just able to bounce back and forth, trying to get everything done. The web slinger kept picking things up, and kept picking up the pace.

Natasha kicked one of them into the wall. One had to give this to the Black Widow, when she struck, she struck hard and she didn't really back off at all. The redhead woman had her eyes burn with fury as she slammed her adversaries against the wall. All of them careened against the wall just like that and the woman kicked them hard into the wall.

The woman fired back immediately as she kept punching them ,two shots, three shots, four shots, all of them strung up in a row like they were nothing. The woman smiled wickedly as her enemies fell to the ground like they were ping-pong balls.

"HEADS UP!" Spider-Man yelled but Captain America caught the miniature fly looking devices off guard, smashing them down to the ground as he stood.

The web slinger bounced off of the wall once again, latched his web line on and then flung it back down which caused it to land swiftly and smoothly with a few cracks.

"So anymore?" Hawkeye asked but there was a calm before the storm.

"Okay, what were trying to accomplish?" Captain America asked as he held the man upside down. The man appeared to be considering his options, with a heated and hate filled glare directed towards Captain America.

"Sorry, Captain America, I was just following orders," he said in his most bold voice possible and there was a moment where the entire group looked at them. "Surely, you understand about that, I mean that you're a soldier and everything."

"That's not the answer that I wanted to hear," Captain America said.

"The big, red, white, and blue boyscout isn't going to do anything to me, so I think that you pansies are just wasting your breath," the thug stated as he smiled a wicked smile, looking down at him.

"May I?" Natasha asked, Captain America might have been rather soft on them but she was not going to really take things lightly. She snatched him by the throat and slammed him to the ground. She pulled out a crossbow and put it to his throat. "Better start talking, where did you get these weapons?"

"HYDRA, some broad sold them to our boss, she has red hair, German accent, a bad attitude, the boss is going to put a bullet in her head and build a parking lot over her body when he gets the chance," the thug grumbled as he was held upside down.

"Did you get her name?" Natasha asked as her eyes narrowed. She was not in the mood to deal with this at all. In fact, with her frame of mind as it was, she was not in a good mood to begin with.

"No, didn't really bother to pay attention, there were a lot of things happening, you hear things, it happens," the thug said and Natasha pointed the weapon closer to his feet. "That's all I know, but that broad, you find her, and you find HYDRA!"

The thug was taken out and Natasha could see a blipping from the SHIELD frequency. She held it up and listened.

"Thirty seven people have gotten sick, with seven of them dying, there has been some kind of plague that has been released in the air," Fury said immediately. "All those who went on the OMEGA base have been quarantined but it has been spread through the water system. Anyone who drinks water, showers, or even washes their hands, are at risk."

"Which means everyone in the East Coast at least is at risk," Natasha said.

"At least and it's spreading, we have to shut down all water systems around the country, but people are already carriers, all we can do is prevent more carriers," Fury said.

This day just kept getting better and better.

* * *

Spider-Man followed the first lead that he had, while the Avengers followed a second lead. They were going to go their separate ways.

It was just as much that he was sent to a rat hole in one of the grossiest parts of town. Actually this place was not even good enough for the rats, they were too good for it. The friendly neighborhood hero kept his eyes on the ball and knew that if he made one misstep it would be completely over.

' _Okay so far, so good, at least so far, no spider sense,'_ Spider-Man thought and suddenly, his spider sense began to tingle.

The floor collapsed out from underneath him but his skills and agility propelled him halfway up. The web slinger clung to the wall, his heart speeding up as he was flying back and forth.

The wall suddenly released some noxious gas and he flew into the deep cavern beneath him. The web slinger landed with a kerplunk against the floor.

Two extremely big gorilla like goons charged forward. The web slinger slid underneath the legs and webbed onto the back of his neck. He cracked the webbing and then flipped up. He drilled his enemy into the back of the head with a running dropkick.

The two thugs dropped onto the ground but several darts shot out of the wall and then a cage dropped down and trapped Spider-Man. The cage was made out of wood and he tried to break it with his spider strength.

He stopped, his spider sense going off.

"Good boy, if you try and break the bars, that acid will burn you to death," someone whispered as she walked inside of the room. "I had wanted to meet you for some time, Spider-Man."

"Oh really, well….I can't say that I'm flattered too much but thank you, I think," Spider-Man said as he held his hands against the bars, trying to push them apart. The web slinger had his face pressed against the bars on either side.

"I wouldn't try, if I were you, you and our, our paths have crossed before….."

"You mean other than the time that you tried to kill me," Spider-Man said and there was a few seconds where Sin watched him, her eyes narrowed at him. There was this sense that where both of them were going to go back and forth but neither was going to back down.

"Believe what you wish to believe, Spider-Man," Sin whispered in her most deadly tone in her ear. "I'm actually going to help you….because the Rose may have done something that betrayed our agreement."

"So you're trying to load this off on the Rose of all people," Spider-Man thought and he looked extremely skeptical and for good reason. He knew that the Rose was a dupe and HYDRA was not going to be the fall guys to someone else. "Pardon me if I don't buy it."

"I may put you in a position where you're uncomfortable but trust me, if I wanted you dead, you would be dead," Sin said in a breathy voice and she drew out a knife to pretty much emphasize that point. "You and I, we've got down the same roads, but while your parents were beloved SHIELD agents, mine are anything but….in fact, mine was one of the greatest enemies of SHIELD and you seemed to have brought an end to him and I thank you for that."

Spider-Man had no idea what to say. His communicator was not working, he just hoped that they would find a way down here.

"I may have mislead the Rose saying that I had orders higher up not to kill you, at least not intentionally, that was my call," Sin said to him. "I wondered for some time, what is it that makes a hero tick? Do I need to take them apart and put them back together the wrong way to find out?"

"Seems like something that HYDRA would do," Spider-Man managed as he tried to find an opening, a gap, anything.

"Well that's something that the old regime would do but I'm bringing in a bright new world, the weak will be purged, and the strong will survive," Sin whispered to Spider-Man.

"The plague!" Spider-Man yelled. He had figured it out, there was some kind of plague that was released into the air and there were people who were getting completely sick.

"I do what I have to do, Spider-Man," Sin said as she looked at him through beady little eyes. She was not going to deny that she felt like she took things a few steps too far. "If they are weak, then they will perish, if they were strong, then they will recover. We are overpopulated, and we need room to grow."

"You're no worse than him, you're not worse than the Red Skull!" Spider-Man yelled and the floor electrified as Sin looked at him through angered eyes.

"Do not ever compare me to that monster," Sin hissed, showing her teeth as she stared down Spider-Man. The web slinger kept his mouth shut firmly but he knew that he had pissed her off. And he knew that he had to find a way out.

' _She's demented, she might think that she's doing good, but she's just as bad as the rest of HYDRA, actually worse because I don't think that any of them have any misguided notions of herorism,'_ Spider-Man thought as he tried to find a way out.

Sin was planning to do what the Red Skull failed, destroy the spirit of the United States of America.

* * *

It was always darkest before the dawn. It was a statement that sounded like a worn cliché but never the less, there was some statement of truth to it.

Captain America tried to hold his arms up to the best of his abilities but he felt faint and he was about ready to lose all sense of what he was about ready to do. He could feel it, despite the super soldier serum.

"The plague….no," Hawkeye whispered as there was a moment where he felt faint. It was like trying to swim in concrete, that was hardening by the second, and his vision became double vision and triple vision, with his heart speeding up. "Got to…..sit down."

"We can't," Natasha said as she felt like she was out at the baking sun. "False lead, we can't….."

"Spider-Man went in there, we thought that it was not a probable location but…..he must have been there," Captain America said as they could see the raindrops glisten on the street. Every second they were outside, they were in danger of contracting the virus.

"There's a cure, there has to be, otherwise, Sin and her cronies, they would get infected too, wouldn't they?" Clint said as he collapsed on the ground.

"Clint!" Natasha yelled as her voice became raw and scratchy. She felt that everything flashed before her and she went through the training from hell, both in the harshest winters of Russia and also to become a Black Widow.

She dropped down to her knees and whimpered, to say that she was beaten up was an understatement but she got back up and Clint did as well.

"Well a trio of Avengers, and you can barely breath, much less fight."

HYDRA goons surrounded them, pointing weapons at the Avengers. Clint's face was soaked with sweat as he could barely lift his cross bow to shoot an arrow. The salt was getting in his eyes and his head felt like a battle axe slammed into it.

"This wouldn't be fun if I was well," Clint managed as he coughed and sputtered and shot the arrow. He nearly landed face first onto the ground as he moved but the exploding arrow took out their enemies just like that.

"Hold them off, I'll try and find Spider-Man," Captain America said as Natasha propelled herself into the air and kicked the HYDRA goon in the face which caused him to land with a sickening crack.

"Sure, no problem, got it," Natasha said as she pulled the weapon from him. Her entire brain felt like it was on fire and her hands were so slick that she could barely move but she decided in lieu of blasting the gun, she bludgeoned him over the head with it.

Captain America used a swift attack with his shield, clonking them on the head. He broke open an entrance and slipped inside.

The First Avenger was used to fighting wounded and fighting a few inches towards death. He took out the HYDRA goons in the hallway just like that, although one of them stabbed him in the shoulder. It brought life back to him and Captain America fired up a punch right to the back of his head to take him down.

"Ah, I think the little star spangled bastard is…."

Captain America flung his adversary into the wall just like that, struck back and drilled his enemy with a knee. Another knee as he bounced him up against the wall and his heart sped up, his pulse racing as he tried to pick up the pace.

' _Almost there,'_ Steve thought as kept going, never once breaking up. He knew what Spider-Man was made of so he was not too worried but the type of people that would capture him, he was a bit concerned about that.

He could sense that the floor was bugged and he tossed a rock against the floor. It bounced and the floor caved in immediately. He stood back against the wall as gas sprayed into the center of the room. The First Avenger leaned against the wall and tried to pushed himself back down. He landed onto the ground, his knees buckling.

Then suddenly, a woman rushed forward and kicked him in the face, knocking him down onto his back. The Star Spangled Avenger blocked an attempt to get stabbed in the ground but she withdrew the knife, impressed.

"It's nothing to defeat you flat on your back, I want you to look me in the eye when I slaughter you," Sin whispered softly in his ear and Captain America blocked her hand and hurled her into the wall.

"It's never too late to turn your life around….."

Sin fired two shots but Captain America blocked it with his shield. The First Avenger watched her through bloodshot eyes, each moment caused his breath to lighten.

"I've heard the spiel, especially from people like you who think that they know everything, but you don't know everything," Sin said as she tried to blow Captain America's head off but he deflected the gun from her and took her down, forcing her face first onto the ground.

"It's difficult to do the right thing, I know, I've been there, everyone has been there," Captain America said as he held Sin on the ground but the woman gritted her teeth with pure malice glowing through her eyes. She wrapped her legs around his head and flipped him down to the ground like he was nothing.

"You don't know anything," Sin whispered as she tried to slash him with a knife but Captain America blocked it once again.

He flipped Sin onto the ground, wrapped her arm around her back and drilled the knee right down onto the back of the head, whilst standing on her hair. It was a three step process, all of the steps intending to take her down.

* * *

' _Okay, Spidey, either you're going to pull an escape worthy of Houdini or you're going to get yourself killed, okay, here goes nothing,'_ Spider-Man thought and he grabbed onto one of the bars. He pulled slightly, then a little bit more, and then he let up when his spider sense began to blare loudly. _'Okay, let's try that one more time, once more, with feeling.'_

Spider-Man latched onto the bar and gave a tug as he tried to crack the wooden bar. There was no question about it, the web slinger was this close to getting free and he pulled his hand away.

The acid spurted on the outside of the cage but not the inside and broke the foundation enough for Spider-Man to slip out.

' _Well that was too close for comfort,'_ Spider-Man thought and he heard the sounds of combat from the next chamber.

HYDRA goons were moving around in the next room as well and Spider-Man could see that there was that hallway in between him and the exit.

' _Feels like it's in a furnace in here,'_ Spider-Man thought as he pulled himself up and saw the goons that were on the ground.

The web slinger dropped down, kneeling down hard on the back of their heads, which caused them to smack off of the ground like they were nothing. When Spider-Man was sure that he had them knocked out, he rushed across the room. He did not have his webbing but he would have to make do without it.

Spider-Man jumped in the next room and saw the intense battle between Captain America and Sin. He watched her, she was good. And Captain America was good as well, although Spider-Man could tell that Captain America fought at a snail's pace as he suffered from the plague which wrecked his body. The web slinger carefully kept a quick view of everything that happened and then he slipped in, he would have to make his next move.

He ducked and rolled onto the floor, and then grabbed Sin from behind. She elbowed him and flung him against the wall. She stopped short of stabbing Spider-Man.

"Impressive, I don't know how you got out, but it won't matter," Sin said and she grabbed Captain America and knocked him down onto the ground.

"The antidote, you have to have one," Spider-Man said but Sin blinded him with a flash grenade and the web slinger was then taken down onto the ground by his legs.

"I have one but you aren't going to see it," Sin whispered in a deadly manner in Spider-Man's ear as she grabbed him around the shoulder with a sadistic nerve pinch, holding him onto the ground as she straddled his shoulder, pulling it back.

"Oh….that's great," Spider-Man said but Natasha came from behind Sin, knocking her into the wall hard.

"Give it up," Natasha said as she tried to blow Sin away but Sin dodged it and jumped up, using the pipes. She wrapped her legs around the head of the Widow and smashed her down to the ground like she was nothing.

"She's good, I'll give her that," Spider-Man said as he watched her, although his vision was still a bit blurry as the Redheaded girl rushed around him and knocked the other redheaded woman to the ground.

"Daughter of the Red Skull, what do you expect?" Captain America asked but Sin shot him in the knee which took him down to the ground.

"Yes, unfortunately, although he's more of the sperm donor," Sin said.

' _So this is what this is all about, a bunch of Daddy issues….that's about right actually,'_ Spider-Man thought in bemusement.

Sin grabbed Captain America by the throat but Spider-Man grabbed her around the arms and pulled her away.

"I don't know what you're problem is, get off of me," Sin said as she elbowed Spider-Man in the face and then took him down like he was nothing. She stood on his face, pinning him down onto the ground.

"No problem, not me, it's you….who have the problem," Spider-Man said but like all females, she was not too happy to be told that she had a problem and she lashed out, being knocked down to the ground. She drilled him hard into the chest.

There was an explosion from below and SHIELD dropped down. Sin took half of a step back and looked around, she was surrounded by agents as far as the eye could see. The woman looked around and saw each and every one of them. Her heart nearly dropped a few inches but she stood her ground, holding another gun out.

"You can't fight all of us," Natasha said and Sin threw down the gun immediately.

"I've failed, do it," Sin said as she grabbed one of the SHIELD agent's arms and pointed the gun towards her head as she dropped to her knees. "This was my test, and I failed it."

"What test?" Spider-Man asked.

"Do it," Sin whispered harshly as she stared at the gun but the SHIELD agents backed off.

Sin wondered why they were not killing her for her weakness.

"Give us the antidote," Natasha said to her as Sin was helped up to her feet. "You can do this, you can be better than him; you can be greater than him. This is not strength, this is cowardice."

"If you give us the antidote, you'll be far greater than the Red Skull ever was," Captain America said and Sin wondered.

"So can we trust her?" Clint asked as he staggered into the room, he could barely stand up to his feet.

"I think that we can," Spider-Man said for a second. He could see some torment in Sin's eyes, the torment that could have been in his eyes if he was not too careful.

He hoped that he was not mistaken, there were sometimes where he was, but this was one time where he hoped that he was not.

* * *

"Everything is back to normal but at least as normal as we get in this world," Clint said as he sighed. The effects of the plague had been flushed out of the body. "So what about…"

"Sent to a SHIELD detention facility, if she knows where some of the skeletons in HYDRA's closet are hidden, then she will be valuable," Natasha said as she stretched a bit. Every joint in her body was rather sore from what happened. And things would continue to stay sore for some time as she tried to recover. "About the Rose….well she's not talking about him. I think that she would give him up in a heartbeat. AIM has built her something, I don't know if that was on her own accord or not but…."

"She's not really budging with a few matters but we'll find out soon," Fury said in his most gruff voice and everyone nodded in agreement.

"Yes, we will," Captain America said, the kid was just that, a kid and she had gotten in way in over her head as it regarded the Red Skull. He could not really fault her all that much. She was just trying to prove herself. He did hope that one day she could be rehabihilated, although her anger directed towards her father was not all that healthy.

"We found something Commander Fury….one of the HYDRA bases, you got to look at this, it's incredible!"

Fury turned around and there was something that caught him completely off guard. "I don't believe it?"

"What don't you believe?"

Spider-Man asked this question as he turned up and then he stopped, like he had hit the wall. It took him a few minutes to really figure out what he saw. His eye hung halfway open and he looked at it, his mouth was….well agape might not be a proper term to describe what it was like but he was seeing something incredible.

"It's….Logan," Spider-Man said as he looked over his shoulder.

The official word around SHIELD was that Wolverine had met some sort of bloody demise but they could not prove it. After all he been through, they did not really want to prove it but there was not even one shred of evidence, not even one bit of remains out there, and that worried certain parties.

"Yes, it is," Fury said as he was shell shocked, his mouth hung open halfway. He could see Logan standing in the middle of the HYDRA base as calm as could be.

He walked down the hallway where the prisoner was being held and immediately got up against the wall to face Sin.

"Was there anything else you needed Commander Fury?" Sin asked to him. "Did the antidote not work?"

"The antidote worked fine, but we need you to tell us more information about this photo," Fury whispered and the girl raised an eyebrow as it was put underneath her nose.

"Forgive me, but I don't know anything about the significance of that photo," Sin said as she looked Fury in the eye with stone cold certainty.

"So, you don't, do you?" Fury asked and Sin nodded.

"No, I don't," Sin said without even missing a beat and she could see Fury walking away.

The Avengers turned towards Fury and they wondered what the next plan was.

"So what about the X-Men….."

"Don't get them involved until I know more about this, given the number of shape shifters, dopplegangers, and robotic duplicates, this might not be the real Wolverine," Fury said and he was going to take the photo to the lab and see if he could fine tune any details.

Meanwhile Spider-Man knew that Logan disappeared eighteen months ago, although for the first few weeks, it was a case of Logan being Logan. Then there was that entire mess with the Purifiers, where the X-Men got involved and some of them swore Logan was there, maybe he was, but Spider-Man was not there.

' _And now this is SHIELD business written all over it and I don't know what to do,'_ Spider-Man thought, he was going to assume that he was dismissed, he did not hear anything differently.

The web slinger pulled himself to his feet and made his way out but he got a call from Gwen.

"Hey, Gwen, I was just about to call and check in, you're alright there?" Peter asked her and Gwen piped in.

"Yes, I'm fine, thanks for asking, the Plague didn't hit me but the cure already got distributed, I guess that was just a lucky stroke of luck that I was in the basement working, the Suit is actually done and better than ever by now," Gwen said and Peter smiled.

"Really, that's great Gwen, so the Iron Spider is going to be back in business?" Peter asked.

"Yes, it's been a few weeks, but I can't wait to get back out there," Gwen said excitedly but there was something buzzing in Peter's ear.

Peter looked around, he wondered if there were times where his spider sense had gotten a bit more sensitive than ever before. Never the less he looked around, careful not to trigger anything. The web slinger held his head as he looked around.

He searched the alleyways but he found nothing. Not even a thug, not even some dimestore hood.

"Sorry about that Gwen, I wanted to make sure that no one was trying to follow me," Peter said as he nervously looked around one more time.

' _You got to stop being paranoid, seeing things that aren't there, it's going to end up driving you bonkers Spidey,'_ Spider-Man thought but he could not help but he was being watched.

Little did he know that ninjas had a way of disappearing in a blink of an eye.

**To Be Continued.**


	24. SHIELD Trip

**Chapter 24: SHIELD Trip.**

"So, it's been a week since we found him…"

"We assume that we find him," Fury said to one of the agents on the phone. "And you know what they say about assumptions."

"Well, what do they say about assumptions, Fury?" Spider-Man asked as he dropped down from the ceiling in front of Fury, ready and willing to go.

"Do you think that a conventional entrance is too much for you?" Fury asked and Spider-Man shrugged his shoulders as he looked back at the Director of SHIELD. Both of them locked their eyes against each other. "Well it's just as well as you're here, because we need all hands on deck and you're the perfect person for this mission. You didn't spill it to the X-Men, what we found?"

"I wanted to but for once I listened to you, even though I had to look them in the eye, knowing what I know, thanks a lot by the way, Fury," Spider-Man said but if Fury was bothered by the fact that Spider-Man was bothered, there was no indication about it. "Unless you're actually sure that it's Wolverine, I mean you had your doubts?"

"We'll know for sure one way or another, kid, trust me on that," Fury said in a grumbling voice and as always, Spider-Man had to decipher what Fury was going to say. "This is a mission that you might not come back from but never the less, it requires someone of your unique skill set."

Spider-Man was in two minds about what Nick Fury just told him. On the one hand, Fury had admitted that he was useful, albeit in a backhand manner. On the other hand, Fury was just about to send him on some kind of suicide mission.

"So, I'm not sure….."

"I think that you're more than up for it kid, and it's not like you'll be going alone," Fury said and Spider-Man corked an eyebrow as he waited for Fury to elaborate with what he was going to say. "In fact, you'll be going with a few of the best in the business."

"He will," Captain America said as he stepped forward and was read. Logan was an old colleague of his, so he was ready and able to go as well. The First Avenger stood, ready to go.

"Yes, and, I'm sure that all of the back up is needed."

Fury felt that an introduction was in order. "Agent Phil Coulson, I believe that you may have ran into each other."

"Coulson….I thought you were dead?" Spider-Man asked as he looked at him, the middle aged man with dark hair and dressed in a blue suit with a big gun in his hand, a really big gun that would blow anyone away.

"Well I got better," Coulson said and Spider-Man blinked and then whistled for a few seconds.

"Okay, fair enough," Spider-Man said and then he heard something hanging so he decided to speak some more. "So what….."

"We're going to move in carefully, one of the HYDRA goons has been ID, Igor Parvikoff, he was a low level grunt but he worked with the Red Skull and he also worked with the Hand as well, as some kind of liason with HYDRA," Fury informed them and Coulson picked up.

"The Hand and HYDRA have been loosely based partners for years, but the partnership has been tense," Fury said as he looked at Spider-Man, Coulson, and Captain America. "The fact of the matter is that if they do get on the same page, they have resources which to challenge SHIELD. Therefore, they should be treated as such."

"Fair enough," Captain America said but then he asked the question immediately. "So what does he….."

"That's a question that we're going to find out," Fury said. "Wolverine has always gotten into it with both HYDRA and the Hand. And the Purifiers, they may have been hired by HYDRA to help deliver Wolverine and any other mutants to them."

"But it didn't go that way," Coulson said immediately and he looked at them all.

"It didn't go that way, Wolverine is always the ultimate wrench in the work, although they got the big one and if Wolverine has been mind wiped and brain washed as an assassin, you should treat this one extremely carefully," Fury said and this was something that went without saying. "Go in there, and justs do this."

"We will," Coulson said immediately and there was something that was going through the heads of all of them. "So, it's just the three of us going in?"

"Romanov and Barton are checking out another HYDRA outpost, therefore they would be the best agents to join would be but since they are elsewhere, it can't be helped and the less hands that are on deck, the better," Fury whispered to Spider-Man, Captain America, and Coulson. "Just get in there, get out of there, get Wolverine, and we'll worry about the rest."

"You make it sound so easy," Spider-Man said but there was something that indicated that Fury was not in the mood for fun and game so Spider-Man kept himself completely calm all things considered. The web slinger locked his eyes on the SHIELD Director.

"It's not easy, but it's something that we have to do," Fury whispered harshly and Spider-Man took a step back and he gave a mock salute.

He could not help but think that this is a suicide mission to end suicide mission. The web slinger crossed his arms together immediately and threw his head back for a few seconds.

"Okay pay attention, this is what we're going to do," Fury said as he brought up the blueprint of the HYDRA base. "Representatives of the Hand are meeting them today, you find them, you find Wolverine, and you take him down whatever means necessary. Remember, don't hold back, he might be sore, but he has a healing factor. So give him everything that you have."

There were nods as everyone understood what they had to do.

* * *

"I'm here, you know by popular demand, because the chicks dig me, along with the dozens and dozens of readers right here!"

He was the man who needed no introduction.

"Naturally, you're going to give me one anyway because we need to reach a certain word count quota."

He was a man dressed in a black and red bodysuit, standing there, with weapons hanging by his side. He had a pair of Katana on his side, along with a gun and who knows what other weapons he pulled out of his head. He was man who was nuttier than a fruit cake.

"Stop it, you're making me blush."

He was the one, the only, the Merc With the Mouth, Deadpool. As if on cue, Deadpool pranced around, taking a complete bow as he looked over his shoulder and he twirled a Sai in his hand.

"Just practicing for when I stab a bitch later," Deadpool said as he placed the Sai back into his side pocket. "So….I'm sure that everyone was wondering why I'm here?"

"We know what you're here, Wilson!" one of the HYDRA goons snapped immediately and Wilson looked at him, his eyes widened and his mouth hanging open.

"No, I wasn't talking about you, you, I was talking about you-them," Deadpool said as was pointing around wildly. The Merc with the Mouth smiled. "Especially that guy, you know the one who is sitting there, with Cheeto Crumbs in his beard and not even wearing pants. Yeah, that guy, him."

"Just make sure to stick with the plan and knock off the clown act, we're going to get what we paid for or….." the HYDRA Goon said and he trailed off as he stared down Deadpool. Deadpool thought that things quieted down immediately and the Merc with the Mouth took half of a step back, watching his adversary.

"Yeah, I know, I make with the stabby time, or you make with the decipating time and I'm without a head, of course, I've survived worse, so I'm not sure that this is a big threat or something but….hey, you've got to do what you've got to do with drama and stuff," Deadpool said as he held up his fingers in a sign. "So, Heil Hydra!"

The HYDRA goons looked at Deadpool with blood thirsty intentions in their eyes and he shook his head and he tutted.

"No sense of humor, I swear, some people get it removed at a young age," Deadpool said but he heard something. He tensed up.

' _Looks like something is coming, and it's not the welcome wagon,'_ one of the voices in Deadpool's head stated.

' _You mean they aren't bringing pizza?'_ another voice in Deadpool's head. He would have snapped his fingers if it was possible. _'Ah fiddlesticks.'_

"Hey watch the language!" Deadpool shouted but he looked up as HYDRA was setting something up. The Merc With the Mouth watched, his mouth opened. "Well that's a big cannon, they must be compensating for something."

Despite these words, HYDRA placed the cannon into place and sent a huge ball of fire up into the air. They waited to see if it would impact the helicopter and they immediately backed off as there was a direct hit as the helicopter was nailed just like that.

There was another pair of shots as the helicopter was nailed again and again, as the fireball connected with the side of the helicopter.

The helicopter was about ready to go out of control and crash onto the ground. Deadpool saw the SHIELD marker on the copter and it landed onto the side of the mountain with a huge crash.

' _That was too easy,'_ Deadpool thought as he looked up and the HYDRA goons thought the same thing as they walked into the jungle. He was pretty much ready to jump at a moments notice.

There was a loud crack as two of the goons went down and another goon hung upside down, his feet tangled up as he tried to escape but there was really no way out. He tried to pull himself out but his feet were stuck together.

' _That's what you get for taking your eyes off the ball,'_ Deadpool thought as he looked up and watched both of them immediately. The Merc with the Mouth looked around and he saw that there was something moving through the jungle.

One of the HYDRA goons fell down onto the ground like he had been nailed in the head with a blunt attack. His eyes rolled into the back of his head as blood poured down the side of his mouth.

"That looked like it sucked," Deadpool said as he looked at him as he saw the goon trying to get himself back to his feet, scrambling but his elbows and his back was completely sore. "Sucked big time."

"Just go in there, and help us!" one of the HYDRA commanders yelled before he was nailed in the back of the head by the flying Captain America shield that knocked him for a loop.

Deadpool stood on the ground, shrugging his shoulders immediately as he started to fire into the distance.

"YOU!" Spider-Man yelled as he swung out of the jungles and knocked Deadpool down to the ground. The Merc with the Man skidded into the mud, landing hard into the ground. The web slinger tried to get back to his feet.

"Well that was rude, you know that, you're rude," Deadpool said as he flung a Sai at Spider-Man who dodged the attack. "You're almost as rude as that wizard with the scar on his head, you know. And he's a dickhead."

The web slinger flipped up into the air and nailed him with a Pele style kick, causing him to go down onto the ground. The Merc with the Mouth dropped onto the ground but the HYDRA goons surrounded Spider-Man immediately.

"Oh, now you're going to get it," Deadpool said as he waited to see HYDRA surround Spider-Man. The web head took them out one at a time but suddenly a group of ninjas jumped down onto the ground.

' _Oh, I really, really hate ninjas,'_ Spider-Man thought as he dodged the throwing stars as the ninjas tried to carve him up.

* * *

Spider-Man might have hated ninjas but never the less, he had to deal with them. The web slinger was avoided as he jumped up into the air and dodged the throwing daggers that they sent in there.

Captain America threw his shield and it careened off of the heads of three of the ninjas. They dropped down and Spider-Man webbed onto the sword and pulled it out of his hands. The web slinger dropped down onto the back of his head, using the head of his enemy as a stepping stool and he kicked them right in the face with a thunderous kick that knocked him for a loop.

The web slinger kept dodging the swords as Deadpool watched the battle, his mouth hanging halfway open as he continued to keep his eye on the battle. The Merc With the Mouth kept watching everything and folded his arms.

"Okay, web slinger, you're going down, it's just you and me, it's been a long time coming, I'm going to make you pay….actually I don't know what I'm going to make you pay for but I'm going to make you pay about something!" Deadpool rambled as his sais stabbed forward. Spider-Man blocked the attacks and webbed onto them, with the web slinger kicking him in the head.

"You know, I wonder if this is how people think when I talk too much, I mean, do you ever shut up?" Spider-Man asked Deadpool as his eyebrow.

"NEVER!" Deadpool shouted and he looked at him. "And you know, what, your mother!"

"What about my mother?" Spider-Man asked, he regretted where this was coming.

"Your mother, she's so fat, that she stepped outside and caused a solar eclipse!" Deadpool yelled as he looked at Spider-Man.

"Seriously, what are we, in the fifth grade?" Spider-Man asked as he tried to web Deadpool's mouth shut.

"Hey, this isn't X-Men Orgin's Wolverine, you aren't webbing my mouth shut, bucko!" Deadpool yelled as he tried to blast at him as Captain America was fighting ninjas in the background. "So, your mother is so stupid that she couldn't find the any key on the keyboard."

"Seriously!" Spider-Man yelled as he looked at Deadpool.

"You're not even fun, yeah, these might be kind of lame, but that's half of the fun," Deadpool said as he tried to nail the web slinger hard with a glancing blow but he blocked the attack. "Your mother is so fat that when she sits down, she causes an earthquake."

"Now you're just embarrassing yourself," Spider-Man said as he was almost shot in the foot, quite literally and he jumped up into the air. "Fine, you want to dance, let's dance. Your mother is so fat that she can sit in two different zip codes!"

"Hey, that wasn't very nice!" Deadpool yelled as he tried to stab Spider-Man "You know, you're being really rude and….."

Deadpool stopped immediately and there was a loud sound that caused him to stand up straight immediately. He felt something twist through his stomach as he heard everything that was happening around him.

"Okay, I think that….WHOA!"

A man dressed in a black bodysuit dropped down to the ground. Immediately the Merc With the Mouth took half of a step back as he watched the man who showed up. He looked around, his eyes locked on them and he sniffed. There was a feral growl that came from the back of his throat, as his claws slowly popped out.

"Okay….oh boy," Spider-Man said as Logan rushed immediately, as he was stabbed completely, with the web slinger propelled himself over his head.

"I don't think he's going to snap out of it!" Deadpool yelled but he was stabbed in the gut immediately by Wolverine's claws and he was doubled over. "Oh that….that kind of sucks….shit, I mean….just shit."

Deadpool slumped down onto the ground, blood pouring from his mouth as he tried to get himself up to his feet as Spider-Man was ducking and dodging the attacks as Logan tried to take his head off.

"Okay, snap out of it Logan, I know that you're in there somewhere!" Spider-Man yelled but he was grabbed against the tree and slammed hard.

Captain America tried to rush in but the Hand Ninjas dropped down in front of him. He fought through them, causing him to land on the ground with a set of thuds.

"This….snap out of it!" Spider-Man yelled immediately as he tried to punch him hard with a little bit of tough love but he was grabbed by the hand and slammed down.

Spider-Man's agility was just able to nimbly rolled underneath the swipes of Logan's claws as he kept arching his back a little bit. He could see the sparks of the claws arch over him.

Coulson blasted several of the ninjas with a stun ray, taking them down to the ground. They toppled over like a set of dominoes, clattering to the ground. The web slinger watched them closely as his heart hammered against his chest.

' _Okay, I've got this,'_ Spider-Man thought but he saw the claws of Wolverine nearly take his head off and he felt the air knocked out of him. _'Okay, maybe I don't really have this.'_

The web slinger did not think that there was any maybe about this, he certainly did not have this. He could feel something thump hard against the back of his head but Captain America nailed him.

"Destroy him!" one of the higher ups in the Hand yelled as he looked at Deadpool and pointed at him. "Starting with him."

' _Hey wait….that just goes to show you, you can't really trust ninjas,'_ Deadpool thought as he got up to his feet.

"We're not going to win this one head on, especially with their numbers," Coulson said as he blasted a sonic grenade at them and caused Logan's hearing to overload as he staggered onto his knees.

* * *

' _Where did this go wrong, oh when did this go wrong?'_ Deadpool thought as he placed his hands on the side of his face. _'I know that I look like an overdramatic teenager, but seriously, where did I go wrong?'_

Deadpool could see that there were ninjas, and he just proved the old adage that they could never trust the ninjas.

"Don't mind him, he's just being….well him," Spider-Man said as he sighed, this was going to be a huge problem to be honest. The web slinger crossed his arms across his chest and he prepared to go in. "Don't suppose you have a plan."

"Well our extraction plan has been screwed up," Coulson said as he tried to check something. "So we're all out here on our own."

"Oh, that's just lovely," Spider-Man said to himself but he could hear the rumblings of some kind of vehicle that was about ready to reach him. Things were getting closer and it was about ready to get a big more ugly the more often than things were happening. The web slinger clasped his hands together and made sure his mind was completely out there.

"Not really but we're going to be ready, we've set up something that will hopefully divide them," Captain America said as he looked forward with a few seconds as he crossed his arms and looked forward.

They really were in the pressure cooker right about now.

' _Okay, talk about a do or die type of situation,'_ Spider-Man thought as his head was thumping in the back of his head. The web slinger looked over his shoulder and waited to see what would happen right now.

Logan had all of the ability of a blood hound and he was about ready to zero in.

"We need bait for the trap," Coulson said immediately and three sets of eyes looked over to Deadpool with the Merc with the Mouth crossing his arms and looking around, confused.

"What, what are you staring at me for?" Deadpool asked immediately and he stepped forward when he got it. "Right, right, I'm bait, is that all that I'm good for?"

' _Actually, I think that we established that we are good bait,'_ one of the voices in Deadpool's head stated and there was a moment where another voice in his head chimed in.

' _Are we good jailbait however?'_ one of them asked and there was no sound that came.

' _The voices that are in my head almost scare me sometimes,'_ Deadpool thought but he took half of a step forward and he saw Wolverine moving in the shadows. _'Well, can I scream like a little girl now?'_

Deadpool was not about to wait for permission. His previous wounds had healed and Deadpool was going to receive some brand new fresh wounds to go on with those that he had previously.

"ARGH!" Deadpool shrieked at the top of his lungs as Wolverine flew at him like he was a bat out of hell and Deadpool's eyes grew as wide as saucers as Wolverine tried to go after him. The claws were sunk right into the side of his neck but Deadpool kicked him. "GET HIM OFF, GET HIM OFF, GET HIM OFF, you're really getting off on this aren't you, but GET HIM OFF!"

"Deploy the trap, "Coulson said and the electrified cage shot up, trapping both Logan and Deadpool in it and both were shocked immediately.

"Hand alert!" Spider-Man yelled as the ninjas had found them but Captain America was already on the job.

Captain America moved like he was a man on a mission and he was. He hurled the shield up into the air.

Logan's eyes flashed with anger, as his mind was fighting itself. He tried to keep his head up and his blood splashed from his mouth.

"AHHH!" Logan yelled as he tried to stab at Deadpool and he screamed at the top of his lungs as he really just avoided the attacks.

"WHOSE….BRIGHT IDEA WAS IT TO PUT ME IN A CAGE….WITH THIS NUTCASE!" Deadpool yelled at the top of his lungs as he avoided the attempts to get hacked to piece.

"Will you quit yappin' Wilson, you're giving me a headache," Logan said and Wilson's eyes widened as he nearly fell out of his shoes.

"Well, old grumpy's back," Wade said as he shook his head and tried to get back to his feet. "Can't say, I like that all that much."

' _I don't know if we liked him better or worse when he was brainwashed,'_ Deadpool thought but he shook his head as he saw Logan get up to his feet and walk forward, ready to engage HYDRA in battle, along with the Hand.

"How, it's impossible?"

"I don't know, I don't know, I don't know!" one of the goons yelled as Logan grabbed him around the throat and plowed him through the tree. One of the goons crouched down in an attempt to grab him and Logan sliced him off.

"Good to see you back," Spider-Man said but Logan growled as he nailed his enemies. "Okay, I guess…."

"Just keep watching your back, kid!" Logan grumbled and Spider-Man half held a hand up and give Logan a halfhearted salute. Immediately, the web slinger kept his eyes locked on his adversaries and he kept taking him down.

The fight was winding down and the heroes were this close to taking him down. This was an intense fight but Spider-Man was not going to go down hard, at least not yet. The web slinger felt his heart clench as he slammed his fists into the heads of his adversary and caused them to crumple down like they were nothing.

The Hand vanished into the shadows and caused HYDRA to take the fall, like they were nothing but a bunch of goons immediately. They fell like ninepins, dropping down onto the ground just like that.

HYDRA was rounded up, bagged and tagged.

* * *

"So, you knew about this, didn't you?" Laura asked as Spider-Man returned, as he had been left with the task of informing them.

"We weren't sure," Spider-Man admitted as he crossed his arms and looked at her. Laura was watching him immediately and surveying him almost if she was scanning him. Her arms folded underneath her chest as she kept her eyes locked onto him. "You don't really believe me, do you?"

"So, is it that, is he coming back?" Ororo asked, they could not believe it.

"As far as I know, SHIELD is just trying to make sure that there aren't any triggers in his mind that will cause him to lash out," Peter said as he pulled his mask off and sighed. Kitty stood behind him, her mouth hanging halfway open, as Bobby and Piotr joined her.

"You mean even more so than usual?" Kitty asked and Peter smiled at her.

"Yes, I mean even more so than usual, it was hell trying to get through there, and…..well SHIELD has Logan, Deadpool slipped off into the chaos apparently," Peter said as he took the care that was offered and the drink.

"So, it seems like I'm walking into a wake, you guys are looking a bit too somber." Logan said as he showed up, dressed in a leather jacket, a wife beater, and jeans.

"Logan," Scott said as he looked forward immediately, seeing him arrive. "Glad to see the rumors of your demise we're greatly exaggerated."

"Yeah, it kind of is," Jean agreed as she turned up calmly. "Although I don't think some of us thought that you were going to be dead, not really."

"Well, I didn't think so," Kitty said and there were a few nods as Logan walked inside, it had been a long time. "So….."

"Don't really remember much about it, if that's what you're asking," Logan said as he tried to take a few steps forward and he was really making his steps, one at a time. He was the best in the world at what he did, although he was still pretty good at being sore. "I think I have to thank Wilson, he snapped me out of it, in his own way. Then again, his mouth will break through any brainwashing."

"Yeah," Bobby laughed, he had met Deadpool a couple of times, although it was a couple of times too lately.

"He yaps more than the web head does," Logan said and Peter offered a mock reprimand, but he was not really going to deny it all that much. "And that's the truth."

"I'm sure it is," Scott said as Logan made his way back in.

"You better not have downgraded the Danger Room while I was gone," Logan stated immediately as he looked around. "Guess a few new kids showed up since I was gone."

"Yes, I'm sure that they're going to be all looking forward to meeting the infamous Wolverine before too long," Ororo said and it was time for a reunion.

Peter thought that it was a long day and Gwen was there just as he did.

"So that was the project that SHIELD sent you on?" Gwen asked and Peter nodded as she threw her arms around him and greeted him. "And you didn't get almost killed this time."

"Guess I'm getting better or they're getting worse," Peter told her.

"Or both," Kitty chimed in as she poked her head out from around the corner and the brunette crossed her arms with a bright smile on her face. The woman looked at him immediately and she tapped her foot against the floor.

"Yeah, that's about right, well I barely even have any bruises, although Deadpool gave me a headache, but that's really minor potatoes, isn't it?" Peter asked and Gwen shook her head. Having run into Deadpool once before, she really felt Peter's pain.

"So, are you ready for a sparring session?" Gwen asked to Peter immediately. "Before I get the suit back on, I want to see if I'm one hundred percent ready."

"You're more than ready aren't you, I mean even without powers, you kicked my ass before," Peter said and Gwen looked at him.

"You better not ever be holding back against me or I really will kick your ass," Gwen said to Peter and Peter smiled as Kitty watched from one to the other, like a tennis match, and that was something that really amused her a lot.

' _This must be some weird idea of foreplay between the two of them,'_ Kitty thought and she smiled at the thought.

Never the less, Peter and Gwen slipped off into the distance and they were ready to go a few rounds with each other and then that was just the sparring.

After what happened, Peter could use the workout. It had been a long last couple of days, and he still needed to track down the Rose.

**To Be Continued.**


	25. Amazing Friends Part One

**Chapter Twenty Five: Amazing Friends Part One.**

Gwen had to be perfectly honest, she was excited to get some actual practice in. Especially given that she thought that fighting someone with powers was going to just get her own natural abilities better. She smiled at Peter as the two of them stood in the middle of the Danger Room, ready to go head to head.

"So are you ready?" Peter asked Gwen and Gwen gave him a bright smirk and she held her hand up, as the New Mutants and X-Men alike watched the two of them.

"You ask this question every time we're going to have a sparring session with each other and oddly enough my answer is always the same," Gwen commented as she motioned for Peter to come after her with all that he could do. The blonde was ready to see what he was capable of and she knew that deep down he was capable of a lot. That much was for sure.

Peter charged Gwen but Gwen blocked his first attack immediately. It was a simple attack to gauge an opponent. The New Mutants had to watch.

The problem was that Peter's spider sense did not register Gwen's attacks as a threat, which actually proved to be completely useful in training it. There were times where he grew too lazy, and too reliant on his spider sense.

Gwen had knocked Peter back with a kick to the ribs. She knew that he would not really be put down that hard but she got behind him, using his leverage.

"You know, you do like to be on top and in control," Peter managed as he flipped Gwen onto the ground but Gwen kicked him off.

"Just warning up," Gwen said with a bright smirk as she motioned for Peter to come forward and take his best shot. As it turned out, his best shot was only a half shot as he nailed Gwen with a glancing punch.

She landed down onto the ground, smiling.

"Alright?" Peter asked.

"Don't take your eye off the ball, Pete," Gwen said as she grabbed him around the head and plunged him headfirst into the ground. The blonde slid back to the side and got up to her feet, standing her ground immediately.

"Yes, I can see that," Peter said, Gwen had really taken him down right with that one but he bounced back up and they went against each other, again and again.

"So these two love each other?" Lorna asked as she watched and Alison, who sat next to her, nodded.

Peter went flying into the wall but he grabbed Gwen and disabled her next attack, forcing her down to the ground.

"Amazing," Sam said and the other new Mutants nodded as Peter used his acrobatic attacks but Gwen grabbed him around the ankle and managed to use his momentum against him.

"Guess I'm going to have to go for a new attack if you keep seeing that one coming," Peter said and Gwen had nothing on her face with a bright smile as she held Peter down onto the ground and a smile crossed her face.

Gwen took mere moments to readjust her bearings before she looked at the New Mutants.

"So, I think we've learned something today ,powers are useful, but knowing what your opponent is going to do, even before they do it is even better. And there are times where if an opponent does the same attacks, uses their powers the same way, for years, and you witness that, eventually you can see what they are doing and you can defeat them, pretty much blindfolded, and all that."

There were many ahhs and ooohs at that.

"So, you got to mix things up, otherwise you'll be taken down," Logan said as he decided to put in his two cents. Despite the fact that he had been brainwashed for all of that time, he was not going to take any days off. He is the best in the world at what he did. "So, the two of you, seems to be making sure that they know the fundamentals, now it's time for me to teach them how to survive out there."

"Right, I'll make sure to leave this in your able hands," Peter said and Logan looked at him. "Good luck."

"Are you wishing me good luck or them?" Logan asked and there was a second where the smile crossed Peter's face. "Because if you ask me, you should be telling them good luck because they're about to go into the Danger Room, and I'm sure they dumbed down the settings after the last time I was hear."

Scott said nothing but he did think that there were sometimes where Logan put them through hell and back a bit too much.

"Going to try something light today because I'm in in a good mood," Logan said as he smiled. "Level Nine."

That was Level Nine out of about Eleven, which was Logan's preference for Light. Gwen and Peter looked at each other as they said their goodbyes, they had a few things to do.

"I wonder what they're like if he was in a bad mood," Gwen said and Peter smiled at her as he held her hand tight.

"I don't think either of us are going to want to know," Peter said, as he suspected that the New Mutants would be sore in the next morning. Then again, this was Logan's grand return, so who was Peter to deny him.

He had a lead to follow up regarding the Rose, although he slipped under ground, much to Peter's frustration.

Peter looked up, he could have sworn his spider sense went off and he immediately looked around the mansion, but suddenly Gwen stopped him.

"I don't see anything, maybe some anti-mutant protestor that could cold feet," Gwen said and there was a second where Peter held his mouth open and nodded.

"Maybe," he admitted grudgingly and his spider sense left him alone for a while. Whoever it was, they were gone right now.

A lizard crawled on the doorstep of the Xavier Institute, with glowing menacing red eyes as it laid eggs which started to glow with a purplish light.

* * *

All was quite at the Xavier Institute, at least until the alarm went off.

"It better not be those Friends of Humanity clowns!" Logan growled as he was about ready to go to town on them.

"No….they wouldn't be so brazen to attack the Mansion after what happened last time," Beast said as he looked forward.

"Why, what happened?" Logan asked and Ororo smiled.

"Trust me, you don't want to know," Ororo said and there was a second where Jean had a bit of a smirk on her face. They would have that awful song stuck in their head for a long time and no matter what, they could not get it out. Until they decided to give up their bigoted ways.

Sometimes the Phoenix Force had a sick sense of humor, she realized that. Jean crossed her arms underneath her chest and made her way.

"I hear thoughts…..but they're really primitive," Jean told the group and Scott, Hank, Ororo, and Logan all exchange nervous looks.

"Sure it isn't some shell shocked rat that tripped the security system or something?" Ororo asked and Jean frowned and shook her head.

"No it's something other than that, I don't know what, but it's something other than that," Jean commented without missing a beat. She was going to head to the front door and she slowly messed with the latch to open it up.

The X-Men braced themselves, it was times like this where they expected some kind of fight scene to happen. However, the door opened immediately, and there was nothing there.

"Okay, anti-climatic," Scott said as he looked up and around. He turned to Hank. "Are you sure there isn't some kind of glitch in the security system?"

"It's possible but I assumed that I got all of the bugs worked out, after the time that the Danger Room went sentient and tried to kill you," Hank said and Scott nodded stiffly with only one statement.

"Yes, I recall," Scott agreed, he hoped to block it out of his memory but it was still there and Logan raised an eyebrow, as if he was questioning it but he figured that it was another story for another time. Which was just as well as Scott did not want to talk about it, if he could help it anyway.

"Look!" Jean yelled immediately as she pointed to them on the ground and they were there, glowing purple eggs.

"I haven't seen anything like that in my life," Ororo said as it had some kind of eerie beauty immediately.

Kitty, Bobby, and Piotr turned up to see what was happening and Kitty stopped.

"Weird eggs lying on the door step….um….are you sure it's a good idea to be messing with those?" Kitty asked.

"Kitty's right, they could be some kind of evil alien chest hugger that could eat your brain," Bobby said with a shudder and Logan turned to him, shaking his head.

"You watch way too many movies, ice cube," Logan said without missing a beat although there was a second where he paused. Something was up and he had no idea what, all he knew was that he did not like it, at all.

He sniffed immediately and one of the eggs burst open. That caused Scott in particular to be started but there was nothing but a harmless looking lizard that was sitting on the doorstep.

"There you go, nothing to be alarmed….AB….."

Scott screamed immediately as the lizard jumped into the air, knocking off his glasses immediately and latched onto his face.

"I TOLD YOU SO!" Bobby yelled as Jean, Kitty, and Logan tried to get the lizard off of Scott's face immediately.

The lizard decomposed the moment that it got on the ground and Scott turned around, with glowing purple eyes.

"Scott, are you are feeling…." Ororo thought immediately and Scott spoke in a sinister, echoing voice.

"I feel great, and you all look so good, that I can eat you all up," Scott said in his voice as Logan pulled out his claws immediately. "Come on, Logan, what's the matter, afraid of something?"

Scott turned around and he vomited onto the ground. Several more eggs showed up, covered in the goop immediately and then they began to hatch.

"Join me, the truth will set you free, join me, and you will be liberated, my fellow X-Men!" Scott said as there was a pulsing of his forehead and his eyes continued to glow purple although he was controlled.

"Get back!" Jean yelled as she tried to keep the lizards at bay immediately and then Ororo caused an Arctic blast to cause them to be put back.

Another lizard crawled on the tapestry and jumped down. Jean could barely block the attack as the lizard wrapped around her face, hugging it!

Logan stabbed the lizards violently as more of the eggs hatched and Jean once again spun around.

"Come on Logan, give me a kiss!" Jean hissed as a long serpentine tongue flickered out immediately and she shoved it down Logan's mouth.

Logan screamed as he was infected by one of the spores and he tried to fight it, but his healing factor was being shut down, and altered, negated. His heart thudded against his chest, as Kitty, Piotr, and Bobby backed off.

"We got to protect the Newbies, I'll hold them off, for as long as I can," Kitty said as she could see that Ororo and Hank got infected as well. She dove right through the floor but she could see that the lizards had spawned like rabbits.

There were glowing purple eggs in a nest beneath her and Kitty looked around, she had no idea what brought this madness here, and shivers flowed down her spine.

' _Oh this is going to suck,'_ Kitty thought as the eggs burst open and the lizards sized her like like she was their next meal.

* * *

"We've got a problem," Angelica said and Bobby looked at her like she had grown two heads. Actually that might not have been the best choice of words to use right now with the way things were in the Mansion but the fact was that she was talking something.

"Mildly putting, yes," Alison said as she tried to keep cool. She was used to keeping cool when the pressure was on, she would not have been a fraction as successful if she could not really keep all that cool when the pressure was on.

"Those eggs, I think that we might have to find the source and destroy it," Bobby said but there was a thump on the other side of the wall. "We're the only ones that are left and….."

"Kitty went down there you said?" Alison asked and Bobby nodded.

"Yes, she went down there but I'm not sure where she got up to, her communicator must not be working," Bobby said as he tried to keep cool, no pun intended. That being said, as the senior member of the team, there was a lot that was expected of him to accomplish and he had no idea what to do.

"We've got to have a plan," Angelica said fretfully but Alison grabbed the younger girl by the shoulder and tried to calm her down.

"It'll be alright, trust me," Alison said to her although there was a sense that she was nervous. As far as fighting was concerned, she was about as inexperienced as the New Mutants, although she had picked up a few tricks and some self defense lessons. Going out into a place like New York without being able to defend yourself was just asking for trouble.

Kitty's head poked through the edge of the door and Bobby looked at her.

"Kitty?" Bobby asked as her hood was down. She slowly lifted her head up and then her forked tongue wiggled as she had glowing purple eyes.

"You are the last inside this Mansion, perfect, our spawn will grow through out the world….."

Alison was not even waiting around for any signal, she managed to blast Kitty with a sonic vibration. It mildly agitated her and there was a second where Alison could see that Kitty was back to normal.

"No, no, nice try, but no good," Kitty said as she tried to leap at Bobby but he dodged out of the way. "What's the matter Bobby, afraid I have cooties or something?"

Normally Bobby would be all for an attractive girl shoving her tongue down his throat, although to be honest, he was not feeling this one. Perhaps it was the forked tongue, the glowing purple eyes, or the fact that she was a lizard woman who was going to infect him into a mindless drone.

Angelica screamed ,losing her head and Kitty immediately dropped to the ground, as a blast of hot flames surrounded her.

The brunette thumped to the ground and Bobby, Alison, and Angelica all looked at each other. All of them were completely petrified and afraid to move.

"I don't know what you did," Bobby said and Angelia nodded with wide eyes.

"I don't really know what I did either," Angelica admitted although there was a laugh that resounded from Kitty. Angelica could feel her skin crawl and her arms folded over each other as she let out a pained sigh. "I don't think I did enough though."

"You are nothing but a foolish child, and someone worth of my scorn, worthy of mocking, did you really think that you could defeat me?" Kitty asked as she got to her feet.

"Go, I'll hold her off long as I can, call for help!" Alison yelled as she ducked down as Kitty went after her.

Bobby and Angelica wondered where they could go, as the Mansion was crawling with infected X-Men and New Mutants alike. The two of them made their way forward.

"Call Spider-Man he….."

"Yes, he should be able to get here, he's the one we have the direct pipeline too….although I can't help but think we're going to need an army to defeat them!"

Alison continued to play tag with Kitty, as there were eggs that were pulsing on the wall. The mansion was covered in goo and she slipped and slid around it.

"I'm not done yet!" the blonde mutant yelled as she delivered an ear splitting sonic pulse and the eggs crumbled to dust.

Kitty's eyes widened as the precious hatchlings were destroyed. "Strong, kid, but not strong enough to defeat me."

Kitty knocked Alison back down onto the ground and wrapped her arms around the blonde's head. She tried to struggle immediately but Kitty's long forked tongue slowly brushed across her face and she kept her mouth open.

"Come on, honey, give me a kiss," Kitty breathed hungrily as she had Alison pinned down onto the ground, straddling her.

Alison struggled, Kitty was deceptively strong and now the tongue was almost at the edge of her mouth, about ready to enter. The brunette was about to force her way inside and take Alison for everything that she was worth.

"Get….no!" Alison shrieked at the top of her lungs as Kitty shoved her tongue literally down Alison's throat.

The liplock remained on for a few seconds as Kitty brushed against her. Alison felt the spore injected into her and the more she struggled, the more it went into her body and changed her. She felt a burning sensation and then she was at peace.

"I feel….I see the light!" she breathed as her eyes glowed and the young pop star smiled. "They've went to call Spider-Man."

"Spider-Man, he will be the crown jewel then, yes, a perfect pet," Kitty said as she laughed widely and Alison nodded in agreement, he would be a perfect pet. The two lizard girls walked over and prepared the next stage of their plan.

* * *

"Problem, yes, that's a problem," Gwen said as she was now in the new and improved Iron Spider Armor, and they made their way to the Xavier Institute. Gwen was repelling in the armor and Spider-Man swung behind her. The two spiders made their way up to the Mansion and time seemed to stand still where they stood.

No spider sense, not yet, but to be honest, Peter had a sense that there was some kind of foreboding where he stood. The two of them walked forward and Gwen put up her hand, scanning the purple goo that dripped from the edge of the Mansion door.

"It's some kind of residue but I've never seen it in my life," Peter managed and then the door opened immediately.

Spider-Man and Iron Spider stopped and paused but all they saw standing on the other side of that door was Kitty Pryde, who was wearing a pair of sunglasses, with a hood over her head.

"Kitty, we got a distress signal," Gwen said and Kitty looked around.

"Nothing around here, maybe you should come in, to make sure," Kitty said as she lead them through immediately. "The rest of them are in the Danger Room….."

"At three in the morning?" Peter asked.

"Well you know how Logan is, he makes up for lost time," Kitty said.

' _Normally I'd buy that but something's up here, I can't…..it's odd,'_ Peter said.

"The New Mutants, they pulled a prank, that's what the purple residue on the wall is about, you know children these days, never behaving," Kitty said as she walked forward immediately.

Gwen managed to lock onto Kitty's biology but there was something that caused her to nearly jump halfway up into the air with a start. She was not sure about these readings but they seemed to be less than human. The blonde frowned immediately as she looked at Peter and tried to discreetly point at the scanner.

"Through here, I'm sure we'll figure out if the distress signal is real or not," Kitty said and there was something that matched up with what Gwen's scanner was showing. Peter's spider sense started to go nuts.

They were hanging from the ceiling, several pods containing hundreds of eggs and Gwen looked at them.

"Good day, Spider-Man, Iron Spider, welcome to our domain!" Jean said in a creepy voice.

Iron Spider immediately decided to fire, catching Jean and Scott in a sonic net, wrapping them up.

Logan jumped down, his claws extended.

"You know, I'm going to put you out of your misery," Logan growled but there was a second where it appeared that Logan was fighting everything. That was good as far as Peter was concerned, he wrapped his web line around Logan's arm, jerked back, and sent him flying. The feral mutant dropped down to the ground.

"Those things can't hatch, there's enough of them to infect everyone in the city and most of New Jersey!" Gwen yelled as she lifted her arms up into the air and blasted Pixie and Cannonball who had tried to attack them.

"Ah, Spider-Man, how nice of you to join us?" Alison asked as she tried to pull off Peter's mask but Peter used his spider strength to break her grip. "Not going to happen that easy….."

A sonic blast had destroyed several of the eggs.

"My babies, my precious, precious, babies!" Kitty yelled and Gwen grabbed her and hurled her into the wall. "You will be a part of this world, whether you like it or not, Gwendolyn Stacy."

"Snap out of Kitty, you are stronger than this," Gwen said and Kitty phased her hands through the armor plate of Gwen's armor, causing her to scream out in agony.

"Yes, I am stronger than that, and soon you will be stronger too once I have opened your eyes, just like mine have been opened….." Kitty started but Spider-Man pulled Kitty out of the way. She slipped through the floor and Spider-Man looked around.

She grabbed his feet and held him into the ground, as Alison and Rogue grabbed him immediately.

"Time to remove the mask, Spider-Man," Jean said as she smiled a smoldering grin. "I shall do the honors."

"No, I want to do the honors!" Kitty shrieked as she got up out of the ground.

"No, I want to do the honors!" Alison argued and this allowed Gwen to jump forward and knock all four X-Females down to the ground.

"Do I want to ask what they were arguing about?" Gwen asked as she helped Peter up to her feet. Her armor was on the fritz and she spent weeks trying to get it working which made things all that much more frustrating. The blonde shook her head immediately and there were the faces of Iceman and Firestar on the other side.

Firestar mouthed "this way" and Spider-Man made his way forward.

"Sonics worked on the eggs, maybe it would have worked on them," Gwen said as she staggered back a little bit and Peter nodded.

"Worth a shot, better than being eaten or whatever they want to do with us," Peter said as he had no idea what was going to go on right now, other than the fact that there were some dangerous people after him.

Gwen managed to hold them off with a sonic attack, but that caused her armor to break apart either.

This was enough to get Peter out the door but Gwen was grabbed from behind by the infected.

"GO, GET MORE HELP!" Gwen yelled as she picked up a wrench and nailed someone in the face with it, but more of the eggs, the ones that she could not destroy, began to burst open.

"We better…." Firestar said as they managed to get the roof open and flee the garage.

Gwen felt herself dragged underneath the army of alien lizards and infected X-Men as Peter watched in horror.

"We'll come back for them, we'll come back for them all," Iceman said in a surprising serious tone and Peter nodded, not trusting himself to say two words.

* * *

"Well, communications are down," Peter said in an exasperated voice as they just barely managed to escape the Institution.

"I figured out that much," Bobby said as he shook his head and once again, he could feel a sense of hopelessness wash through his body.

"They seem to be a bit weak to intense heat and sonics, at the very least," Angelica said as she pushed her mask off and her red hair fell back, hitting her in the face. Her sigh was long and extremely prominent.

"Not to mention extreme cold, Storm managed to chill them out with an Arctic blast," Iceman said and there was a moment where all of them were silent. They were pretty much all thinking the same exact thing, at least they all thought that they were thinking the exact same thing. The group all looked mostly content all things considered.

"So are you thinking what I'm thinking?" Angelica asked as she tried to move.

"If you think that we're not going to be able to get back into the Mansion without getting eaten alive then I think that I think that you think that….."

"Don't try and strain your brain now," Firestar said and Spider-Man looked forward immediately. He could see that Gwen had made a noble sacrifice.

"If it makes you feel any better….."

"She's not dead, she's worse, she's another puppet," Peter said and he could not help but believe it. He sensed something was wrong leaving the Mansion last night, his spider sense went haywire but in typical fashion, he decided that it would be a good idea to ignore the signals that the body was giving to him. Despite all that, it cost him, big time, it cost him, really big, a really huge time but he supposed that he should not be crying over spilled milke.

"Any luck?" Firestar asked and Peter looked at her. "Right, if you had any luck, you would be jumping for joy and we wouldn't be as miserable as we were out here."

"They could come after us, although I don't think that they are strong enough," Peter said as he managed to try and link up to the scanner of Gwen's gauntlet that he picked up. It had viable data that he picked up from Kitty. "We'll see if I can find a way to reverse the curse, before its too late."

There was silence between the three of them, as they regrouped and knew what they had to do. Without the proper data, they could not get things done. They had to find a way to safely remove the spores without killing their friends.

That was something that took a lot of time and Peter thought that time was running out. He was trying not to make this too personal but at the same time, it was getting extremely personal.

**To Be Continued.**


	26. Amazing Friends Part Two

**Chapter 26: Amazing Friends Part Two.**

Spider-Man thought that getting in and talking to SHIELD was a no go which meant that he was back to square one. As much as the web slinger hated to admit it, they were in one of those no win situations.

"I want to know why they aren't going after us right now," Firestar said as she looked around and her eyes blinked.

"You're actually complaining about the crazed alien bugs not coming after us and trying to eat our souls or whatever they're doing?" Iceman asked in a scandalized voice and Firestar rolled her eyes in response, shaking her head.

"Well no but….."

"Focus," Spider-Man said in annoyed voice, he was beating himself up mentally for Gwen being put in that situation, not to mention the others. However, self loathing could wait for later, right now he had to focus on getting everyone out there safely. The web slinger clapped his hands together immediately.

Iceman and Firestar remained silent, at least for a few seconds. It was long enough for Spider-Man to determine what he needed to do and he needed to determine that extremely quickly. His heart skipped half of a beat as it drummed into his chest. The web slinger could tell that he was in a situation immediately.

"Well….this could be a problem," Spider-Man whispered and there was a raised eyebrow from the two of them.

"I hate when you say something like that, I hate when someone says anything like that…."

"They put up some kind of field that prevents any radio communication, which means that there's no way in, no way out, which means also that they wanted to lure me here," Spider-Man said as he once again combed over the data that Gwen found. He had a feeling that there was something that he missed, although he had no idea what he missed.

It was one of those situations where he was put in there, do or die.

"They seemed to all want a piece of you," Firestar said and Iceman rolled his eyes.

"Demented alien bugs or not, they're still females so they want to jump down Spider-Man's pants…"

"You know, you didn't have to be so crude," Firestar said, although that was to deflect the fact that she would jump down Spider-Man's pants, if given the chance.

Spider-Man pretended not to notice this little interplay, although it caused his thoughts to clear and him to comb over the data with a clearer mind and more thoughts. Thoughts that were not of the self loathing variety and the thoughts that did not beat himself up.

' _Okay, they were….resistant to sonic attacks and fire, that much was for sure, well that doesn't help me too much,'_ Spider-Man thought as he mulled over everything in his mind. There was another couple of ideas that went into his mind. _'Let me think here….if I can lure them into one central area, I could beat them, but I don't know how strong that they are getting. And the spores seem to be more resistant when they are feeding off of a human host.'_

"So, what happens if they release those pods into the city?"

"We're pretty much screwed," Iceman said as he side stepped Spider-Man to answer Firestar's question.

"Well….actually yes, that's a pretty obvious assessment," Spider-Man agreed and Firestar put her hands on her hips and sighed. She did not want to believe that, because she was a hero immediately. "I have an idea, but it's crazy enough to work, and also so crazy that it won't work."

"My favorite kind of idea," Iceman said as he opened his mouth. He half thought about trying to get a way out and radio for help but what the hell were they going to do? They bring in more people, they get infected.

Spider-Man could get the readings…..and well his face fell immediately.

"Eighteen hours to beat this, eighteen hours before the spores consume all the life energy and matter of the host, and become human sized monsters," Spider-Man said immediately. "Not strictly lizards as we first thought, although some kind of large praying mantis type creatures."

"And how is that any better?" Iceman asked as his voice nearly went up several decibels and Spider-Man eyed him immediately, a frown floating on his face.

"Not really better," Spider-Man admitted and Iceman nodded his head, he was this close to grumbling regarding everything.

"Wonderful," Iceman whispered, he could not even begin to emphasize how agonizing this felt to him on a personal lover. That being said, he really felt squicked out because he was not a fan of bugs of any type, never mind the alien variety.

"Is there something that you would like to share with the rest of the class?" Firestar asked in a would be innocent voice.

"NO!" Iceman yelped, his voice growing in intensity as he looked around.

Spider-Man did not have any time to worry himself all that much about what Iceman was going through. He was going through some kind of issue.

"So, I'm formulating a plan, but you need to trust me and follow it to the letter, because there is so much that can get screwed up and we don't have that much time," Spider-Man said and Firestar chimed in.

"We need some kind of team name, don't we?" Firestar asked.

"How about Iceman and his Amazing Friends?" Iceman asked.

"How about, no," Spider-Man said but he grew really serious and given that he was the most serious member of the trio, that was saying something. "Okay, here's what we got to do, we're going to have to divide them, because there is strength in numbers."

"Standard, team based mission, got you," Iceman said and Spider-Man was working in the lab, as he poured a chemical into a nozzle. "So what's that?"

"Something that will hopefully keep them off our backs," Spider-Man said without missing a beat but he had to get to work straight away.

Time ran out on them all.

* * *

Gwen Stacy, or at least the body of Gwen Stacy, had razor sharp focus, her forked tongue flickering around.

"I will not have any further failures, do you understand me?" she asked in a sickening and disturbing voice as the infected X-Men nodded immediately. There was a few seconds where the group looked at each other.

They knew that they had to bow to the strongest one of them and this was the vessel that their Brood Queen had chosen to infect.

"Do not fail me ever again, or I will remove your heads, and I do not care whose body they are attached to," she said in an echoing voice. "You allowed Spider-Man to escape. I wish to have him, and I will have him. You are not going to deprive your queen of her mate, and I will have vengeance."

The Brood Queen sought out Spider-Man as her mate and then…..well the Brood Queen would do what she always did with her mate. After she had mated with him, she would consume them.

"If you ask me, you think you can boss us around you are….."

Gwen clapped her head on Kitty's mouth and the brunette girl yelped immediately.

"You forget your place, drone," Gwen said in a ghostly voice as it echoed immediately. The blonde's eyes were slit like and there was a few seconds where the group bowed before her. "He could not have gotten far, there is no escape, no easy way out."

She looked forward and she could sense it. The vessel she had taken and she was going to consume, it had strong ties to the Spider-Man. That meant that there was something that enticed her, at least on some subliminal level. The blonde's eyes flashed immediately.

' _You can't hold me forever,'_ Gwen whispered as she tried to fight the mind control.

' _Why do you struggle?'_ the Brood Queen asked.

' _Let's face it, lady, if I didn't struggle, you wouldn't have taken me, let's face it, a part of you gets off on trying to break me,'_ Gwen replied without missing a beat. The blonde knew that she had the Brood Queen's number and it was all about pushing the right buttons. These right buttons were causing the Brood Queen. _'And I might find a way out…..'_

' _Your body is mine, you're like a puppet on a string, until the bonding process is completed,'_ the Brood Queen said and she could feel Gwen's strong will nearly over power. She was pretty sure that Gwen Stacy was not the only one who was trying to break her conditioning, she saw a few small flickers immediately.

Gwen once again could feel that she bought Peter enough time hopefully to reverse the curse but would it be enough time. She knew that it would only be a matter of hours before they were all brought to the point of no return.

"Is there a problem, your majesty?" the drone that inhabited Rogue's body asked, although she sounded a bit too hopeful.

"No, there's not a problem, keep to your positions," she said a bit more harshly than someone of her status might have. But there was a good reason why she acted in such a way. The blonde's nose wrinkled in a supreme amount of fury. "Make sure the seedlings are properly cared for, the second wave must be stronger the first one, as we need to blanket the entire city in our prognancy."

' _So world domination, really….'_

' _Independent thought must be eradicated, it will lead to suffering, and suffering will lead to the destruction, the Brood has chosen to save the humans from themselves,'_ the Brood Queen argued Gwen and Gwen paused immediately but she said one thing.

' _Well keep telling yourself day, if you believe hard enough, it could one day come true, just keep reaching for the stars,'_ Gwen thought as she tried to push out immediately.

The blonde and the queen were fighting a battle but the Queen walked over. Some of their pods had been destroyed, but others had been created in their place. The reasons why were elegant as were the methods of creation.

' _Soon,'_ the Brood Queen hissed immediately.

"My liege, we have a situation."

The Brood Queen corked an eyebrow, keeping herself extremely calm in the grand scheme of things. "What is it?"

"Problems….the survivors are trying to find their way back inside," the one that inhabited Logan said as he tried to fight down the natural healing abilities of that one.

"They are foolish if they think that they can get back inside," the Brood Queen said as her tongue hissed. "But they will play into our plans quite nicely."

Gwen was not going to say anything but she sensed a plan that they were not as control in as they thought. The blonde was just going to have to wait to see what was happening immediately and her stomach, well there was a knot that was tightened into it. The blonde tapped her fingers down across the side of a railing and threw her head back.

The blonde blinked immediately as she nearly swallowed and wondered if she could somehow make things easier on Peter than the others. The problem was that she was going to have to figure out a way to direct them here, without letting these hideous creatures know what she was doing. And that could be the problem all things considered. The blonde's mouth became exceedingly dry as she turned her head around.

' _I hope you're not trying to counteract what I'm doing, you should conserve whatever energy I allow you to have,'_ the Brood Queen said.

Gwen said nothing, it was not possible to spit at herself, otherwise she would have done so where she stood. She tried to keep her thoughts clear and neutral. It was hard to really think of a plan, without thinking of a plan, and the thought gave her a headache.

* * *

"We're in," Firestar said and Iceman looked her. They were going down the really creepy tunnel and they could feel like that there was some kind of scary sensation as they made their way down the tunnel. It was like something that came out of a really bad horror movie.

"Just keep cool," Spider-Man said and he turned over his shoulder to look at Iceman who was about to open his mouth instinctively. In a warning manner, Spider-Man shook his head. "Not, one word."

"Of course," Iceman said as he could hear the rustling and then the laughter. "You know, they're trying to psyche us out."

"Come, come into my parlor, you will not be able to escape when I have my hands on you," the taunting voice of the Brood Queen said.

Peter tensed up, he could not believe that she was heard but at the same time, it was Gwen. Kind of, sort of, not really. The web slinger could take another half of a step forward and there was a drip, drip, drip, as the web slinger kept pushing himself forward. Shivers blew down his spine as he kept going immediately.

He looked over his shoulder and turned around, as Iceman and Firestar joined him.

They could see the eggs that were on the wall, it was silent, unmoving, and unnerving, very unnerving, extremely unnerving in fact.

"Creepy much?" Firestar asked and then there was the pitter patter of X-Men.

"Stick to the plan!" Spider-Man yelled over his shoulder as he jumped into the air. He could see Logan rush him but Spider-Man dodged it. "You know, we really got to stop meeting like this, Logan, with the you being possessed thing and all that."

Logan growled and swiped his claws, with Spider-Man ducking the attempt to get his head being taken off. Another attempt and once again, Spider-Man avoided being taken out. The web slinger bounced off the wall and latched his web line around the neck of Logan. Logan grabbed Spider-Man around the neck and hurled him halfway across the room.

Spider-Man landed with a thud and Firestar blasted him with a blast of golden light.

Dazzler was in but Iceman blocked her attacks. The two of them went head to head with each other, both of them pushing back and forth with each other, neither breaking up their attacks.

"Heads up," Spider-Man said as he knocked Dazzler against the wall. He tried to inject her with the counter agent but the spore inside her was fighting it. The forked tongue hissed angrily as she tried to struggle out from where she was.

The blonde hurled Spider-Man against the wall where he went ricocheted off against the wall. His back hit hard and the web slinger grimaced, shaking his head as he struggled up to his feet.

Jean was at the front of the tunnel but she was fighting the Brood invasion of her mind stronger. In fact, the full fury of the Phoenix Force was dangerously about to bubble through.

"We better move, now!" Peter yelled, knowing that Jean could crack at any second now and it would not be good, at all.

"Yes, moving, quickly!" Firestar yelled as she scrambled down the tunnel and her heart drummed against her chest. There was no question about it, they were caught without any way out.

"We are, yes we are, quickly, moving quickly!" Iceman yelled as two of the Brood Drones were brought down.

They could see Jean collapsing immediately and Spider-Man did an acrobatic leap.

"Stay still!" Kitty yelled at the top of her lungs and Spider-Man grabbed her around the arms and pushed her against the wall of the tunnel. He really hoped this worked, and he really hoped that it worked soon.

The web slinger stuck the antidote into the side of her neck and she was about ready to slump against the wall. Her pupils dilated but Peter sensed no threat from her.

"One down, several to go," Spider-Man muttered as he could see Cyclops march forward.

"I never liked you," Cyclops said but Spider-Man dodged his attack.

Logan was knocked into Cyclops and then Iceman froze their legs into place. The two of them held needles in their hands and jammed them into the side of their necks, causing them to drop onto the ground just like that.

"Well there's three," Spider-Man said as he could see the glowing light and he lifted his head back.

"Come to me Spider-Man, come and worship your queen!"

"Heads up!" Firestar yelled as the possessed form of Cannonball shot to them, knocking Iceman off into the wall.

The web slinger managed to rush forward immediately and he stabbed the antidote into the back of Cannonball's neck. He slacked immediately.

Laura rushed them both, and she was far quicker than Wolverine. However, she was slowed down in some degree by the fact that she had been fighting it in her mind. She pulled her claws and did not stab Firestar.

Firestar stared down Talon's claws and it was fairly horrifying to see what she was able to do, given the proper mind. The woman's fingers twitched immediately as she dropped down to her knees, breathing in and out.

Spider-Man jumped over Talon but she blocked the attempt of the antidote. It flew out of Spider-Man's hands as he kept dodging the claw swipes.

"Whoa, when was the last time you got your nails done?" Spider-Man asked as he stared her down and he was nearly stabbed into the wall. The web slinger let a breath out of his chest and slumped back immediately.

Firestar dove for the antidote, knowing that the spores were about ready to burst. She needed the help, as the X-Men were coming to, slowly but surely.

"Got it!" she yelled, holding up the antidote but the pods were shaking.

Alison gingerly lifted her arm and destroyed the pods with a blast of energy, before she collapsed, out for the count.

* * *

The Brood Queen's face contorted into a scowl and there was plenty of amusement that was resounding through the mind of Gwen Stacy.

' _Are we losing control?'_ Gwen taunted her.

' _I'm always in control,'_ the Brood Queen replied and there was a sense where there was a pause. If she had Spider-Man, than she would be out of control. _'Did he think that it would be that easy? As long as I live, I still have some control over my children and he will be crushed.'_

"Come to me Spider-Man, face your queen!" The Brood Queen called and there was a few seconds where she smiled and waited. There was a sickening gaze in her eyes that was not something that many people would like.

"You know, you are completely and utterly insane and I just want you to know that."

Spider-Man showed up and there was a moment of indecision as he paused there. He could see Gwen right before him and he hoped that he did not need to fight her. He did not think that he could, although the web slinger took a deep breath.

The Brood Queen knew what he did want to fight and she laughed. "I would start by eating your spine but I think that you don't have one."

More eggs pulsed above them.

"They gain strength with each batch, soon they will be free, and allowed into this world, where they will feed upon all who oppose me," The Brood Queen whispered with sickening glee in her eyes.

"You won't get that far," Spider-Man said immediately as he eyed the eggs nervously. Firestar and Iceman were watching his back from the door and hopefully the antidote that he gave them would prevent them from getting infected.

"We shall see," she cackled as her teeth twisted into a ugly ghastly smile that was not becoming of Gwen.

The Brood Queen descended her way down the steps and she leaned forward one hand before she punched the web slinger hard against the wall.

Spider-Man was not going to lie, that hurt, and the Brood Queen jumped at him but the web slinger avoided the attack. The web slinger tried to web her up but she used amazing strength to snap the web lines immediately.

She grabbed Spider-Man around the side of the head and pressed onto his artery, to try and make him black out.

"Come on ,give me….." the Brood Queen said and the force from within was fighting, which allowed Spider-Man to run up the walls, Gwen's arms still wrapped around his neck.

' _Sorry about this but it has to be done,'_ the web slinger thought as he flipped himself onto his feet and send the blonde spiraling to the ground. She landed head over heels and crashed down to the ground.

The web slinger slumped against the wall and he could see her up.

"You don't have much time left, do you?" she asked as Spider-Man's spider sense went off once more.

"I've got more left than you think," Spider-Man said as he had to focus. He had to allow the spider sense to be his guide.

He bounced off the wall, down to the floor, up onto the ceiling, and he grabbed her immediately. The blonde grabbed him around the head and his mask ripped off immediately in her hand.

The Brood Queen held up the mask as some kind of triumphant souvenir as she charged her adversary. The web slinger crouched down and she landed onto the ground. He hung onto her arm, holding it back behind her back and twisted.

"No!" she moaned as she rocked him and had him pinned down onto the ground. "Now the tables have turned."

It was now the moment of truth, as Gwen's tongue was rammed into Peter's mouth as the Brood Queen tried to infect him.

Spider-Man removed the concealed syringe within his glove and jabbed it into the back of Gwen's neck. Her eyes dilated immediately as she retracted.

"NOOOO!" the Brood Queen yelled as she rushed around immediately, her heart beating immediately as it thumped hard.

' _I think you lost,'_ Gwen thought, granted she felt like a fair amount of crap herself but at least the blonde was feeling something akin to returning back to her normal self.

Now that the Brood Queen's will was dampened, the eggs were getting to soften and then they were going to decay.

Spider-Man shook his head, he nearly was infected, but the antidote had burned out the spore before it got into his body. It was an act of faith to lure her into a false sense of security but it was an act that paid off.

All he had to do was wait to see if the antidote would work.

Gwen immediately felt the sudden warmth spread through her body and then the chills blew down her spine. The blonde nearly collapsed onto her knees and she closed her eyes as Peter rushed over.

He caught the fallen form of his lover in his arms. Gwen was completely out of it, although the fact was that she flickered her eyes open, to acknowledge that she was still among the world of the living. For a few seconds there had been plenty of doubt.

"Possession….not fun," Gwen managed weakly as she could see the blue goop around, but the infection had been removed. "So you figured it out?"

"Yes, I did, but we can talk about it later," Peter said and Gwen nodded, as he scooped her up and he was about to bring her to the medical bay.

"Oh….good, need to lie down for about fifty years or so," Gwen managed in a tense and scratchy voice as she was about to just black out in Peter's arms.

"Go do that," Peter said as he was amused and glad that he was right now because it was a scary situation to be honest with it.

* * *

"Well, the good news is that we will all make a full recovery," Beast said as his tone seemed to be extremely jovial all things considered. "And I think we have these three to thank."

"Hope that's the last time I get mind controlled by something for a while, kind of getting sick of it," Logan said immediately.

"I don't think you should thank me so much, as to thank Gwen," Peter said and Gwen sat up, the dressing gown extended beneath her knees. Her eyes were widened in a moment of surprise, shock, and awe as she looked at Peter, unable to believe what he said. The blonde's skepticism rang through her eyes.

"Well I don't think that you really should be thanking me," Gwen argued, as she could feel a bit modest despite the situation. "I did sit there….."

"You might have been infected just like the rest of us but it was your data that caused Peter to did what he did, and concoct the antidote," Angelica said.

Gwen took this praise in stride, if she was perfectly honest with herself, she managed to get the data on a whim immediately. The fact was that the Iron Spider suit was destroyed yet again and this time, beyond all repair.

"I'm going to rebuild and try again," she muttered to herself and she got a series of confused looks. "Sorry, it's just that…..well the suit I did spend a lot of time on it, but I guess….."

"If it wasn't for that, Peter wouldn't have got out of there and fixed things up," Kitty said in a bright and gushing voice but Gwen tried to remain modest because if she got an inflated head, there would be trouble.

"Well, yes," Gwen said as she looked absolutely pink on the cheeks.

"Good job Gwen," Peter said as he wrapped her arm around her. "It's not the Iron Spider suit that won this one, although I think it helped. I saw it in your eyes, you were fighting her control all this time and that was the true amazing."

"Strength of will is more amazing that strength of powers," Ororo said.

"I wouldn't argue with that," Logan chimed in and Gwen smiled.

"So, I guess that we're all clear, but…..where did they come from?" Alison asked and there was unanswered questions among unanswered questions and the blonde thought that there was going to be a fair amount of trouble all things considered.

"Well, they said that they were trying to bring order back to the world," Gwen concluded and there were a few raised eyebrow. "They were deluded….."

"Maybe, maybe not, I mean the most deluded of people often start with the most noble of intentions," Ororo said, she had seen too many examples of it in the past, too many to name completely.

Gwen nodded, she could tell that the Brood Queen believed everything that she said and then more. It was somewhat delusional but there was a ring of truth.

"So, do you think that they'll come back?" Jubilee asked and that was a question that could not be answered.

Jean was disturbed by the situation more than any of them, although she had a bright smile on her face. She had felt controlled by the creature and neither side liked that, whether it be Jean Grey or the Phoenix. There would be no force that would be able to hold her down just like that and the redhead leaned back immediately.

Hopefully a new sunrise meant a brand new day for them all.

**To Be Continued.**


	27. Hydroplaned

**Chapter Twenty Seven: Hydroplaned.**

Mary Jane Watson did not use such a term lightly but this was a ground making project. In fact, it could make or break her career and also be the difference between a pass and a fail in college. The redhead was trying not to put an extraordinary amount of pressure on herself but at the same time, pressure was going to come onto her.

' _Okay, MJ, focus, relax, chill in fact,'_ Mary Jane thought to herself as she clutched her hand against the side of the table until her knuckles went white.

She was not going to lie, nature was something that inspired her, it offered that majesty beauty that was hard to get in the crazy city life.

The waves were wild as they slapped against the edge of the ocean and Mary Jane adjusted her camera at least until it was at the point where it was focused. She had one shot to get something good immediately.

She jumped about ten feet in the air when she heard something break on the other side of her. She looked at it, the water bottle had burst on its own accord. It was some kind of science that fried her mind.

' _Okay, maybe there was water pressure or something,'_ Mary Jane thought but she frowned never the less and took half of a step forward, gently tapping on the side of the bottle as it had collapsed.

She turned around and she saw a message on the ground, written with water, for lack of a better term. She shook her head as she tried to adjust her senses but it was there, standing out in front of her.

I SEE U.

Mary Jane shuddered as chills blew down her spines, such a message was not a good thing to experience and the redhead turned around. Her fingers started to twitch as she took half of a step forward and she could hear the shower running immediately.

The redhead took a step back and pulled back the shower curtain to reveal that there was absolutely nothing in the shower.

Or was there?

Mary Jane blinked immediately as she stepped back as she saw a face in the drain, swirling in water, and an absolutely demonic expression on his face.

She did what any rational young woman would in her face, she screamed at the top of her lungs.

Mary Jane staggered back, slipping and she landed on the floor. That startled her out of her mind. She heard footsteps immediately coming up the stairs and she found herself leaving the bathroom immediately.

She stopped immediately and watched.

I ALWAYS LEAVE A WET SPOT ON YOU, RED.

Mary Jane shook her head and she opened the door, where Campus Security was there.

"Someone heard you scream Miss Watson…..is everything okay?" one of the guards asked the young woman and Mary Jane frantically shook her head.

She turned around and she saw that there were no spots of water. The water bottle that had been collapsed was not there now, so there was no evidence of what happened. The young redhead watched, nervously as her jaw set.

"Someone was there….in my dorm," Mary Jane said as her heart was still racing a million miles a minute at what happened.

The guards took a look around but they found no sense of an intrusion.

"Miss Watson, there's no one here, maybe you've been working too hard, you should get some sleep," one of the guards said in a sympathetic voice. He had a daughter that went to college and started to hallucinate. The kids here worked too hard either.

"I swear there's someone in here!" Mary Jane yelled in a frantic voice.

"There's no one there, Miss Watson, you must have dozed off, we can have another look around if you like," one of the guards repeated immediately.

Mary Jane turned over her shoulder and she stepped out on the balcony. She peered over the edge of the railing.

Her eyes widened as a hand raised from the other side of water and started to wave at her. This startled the redhead to the point where she was seriously freaked out.

She turned back around and then there was nothing right there.

She blinked once more and her heart skipped a couple more beats.

There was nothing, nothing except her own imagination playing tricks on her.

Perhaps she had been working too hard, perhaps she needed to lie down.

"Maybe you're right," Mary Jane said immediately as she looked at the guards. "You know, big midterm coming up, I've got to sleep, get some rest."

She hoped that when she woke up, her ordeal today would have been a bad nightmare.

"Well, I hope that you get some rest Miss Watson and good luck," one of the guards said and Mary Jane nodded with a bright smile, as she stepped over towards her bed. She was going to crash in her clothes, she didn't really care why.

Mary Jane really hoped that she was not going insane like her mother did. That was a road that she did not want to go down.

There were a set of eyes watching her and that would freak anyone out.

* * *

"Problem?" Gwen asked over the communicator link, as she was working mission support for Peter. With the Iron Spider Armor have been destroyed for about the fifth time this month, she was scrapping the entire thing and trying to develop something new.

"Problem, yes a little bit of one," Peter admitted as he propelled himself down to the ground. "I don't know….but there have been a lot of robberies and these have been some pretty weird roberies."

Gwen frowned. "Define weird?"

"Well weird, even compared to some of the things that I get up to," Spider-Man replied as he looked around. "There was no break in, no break out, the cameras picked up nothing, other than the sprinkler system going off and the stores being flooded. Then boom, entire jewels had been swept down underneath like they were nothing."

"That's a bit suspicious," Gwen admitted as she continued to go over the plans.

"Isn't it though?" Spider-Man asked as he made his way to the scene of the crime. If he recalled correctly, his status with the police was decidedly neutral this week, where they weren't going to hunt him down and burn him but at the same time, they were not going to open up their arms and hug him either.

Never the less, the web slinger took half of a step forward and nervously peered forward, looking over his shoulder.

"Nothing?" Gwen asked.

"Not a thing," Peter admitted with a frown as he could see nothing around. Other than dripping water. "I don't believe in poltergeists though, so something is up."

"Maybe some kind of mutant that controls water or something?" Gwen asked and Peter shrugged his shoulders.

"Maybe," he admitted but he honestly did not know. The web slinger took half of a step forward and peered into the distance. The smile crossed his face as he looked everything over.

There was quite a big maybe on that for sure and now he looked around, slowly combing over everything that he saw. He wondered…..actually he suspected that there was someone watching him.

He spun around but nothing. There was nothing but a drip, drip, drip.

"So….hate to bother you about something but….a situation has come up, and…..it's very odd and it might be related to what you're working on," Gwen told Peter and Peter paused immediately.

"Gwen, it's not a bother, especially if it helps the case," Peter said and there was a moment where Gwen paused.

"Mary Jane called me online, and we were chatting for a little bit and she mentioned that the water in her dorm room went extremely haywire," Gwen remarked immediately. "And when the dorm security was there….well everything went back to normal."

"Huh," Peter said although his mind was going a mile a minute. "Are you sure that it wasn't just her worrying about her midterm and having a moment of insanity….."

"Pete, I wish that it was but I'm convinced that something happened," Gwen answered without missing a beat. "You know, all of the weird shit that we have to deal with, this would be right up our ally."

"Yes, all too well," Peter said as he stepped over and he could see the droplets of water. The police had moved over, obviously considering the crime scene to be a bust. Peter Parker, however, was not too convinced. He frowned as he stepped forward and analyzed the droplets of water as they shifted on the floor. "Well, isn't this interesting?"

"What's interesting?" Gwen asked, she was almost afraid to ask but at the same time, she was completely curious what Peter had up his sleeve.

Peter promptly told her. "These droplets, there is some kind of living tissue in them. It's like skin cells….only water based you know. It's a solid, not a liquid, and then….well you can pretty much see what happened."

"Yes, all too well," Gwen admitted as she frowned as she threw her head back and there was a momentary sigh. "So, what do you think is happening?"

"Some kind of coast to coast crimewave, maybe," Peter said as he mulled things over to his head. "Someone like that, if he's traveling through the waters, he could be anywhere. He could even be above my head."

Peter looked up and he could see the sprinklers, lying dormant. Things were quiet, almost too quiet and he was not sure that he liked that at all.

"I think we better head west to talk to Mary Jane," Peter said immediately as he looked over.

"Sure….let's just pack up and get over there immediately," Gwen said.

"We'll take the X-Jet, they owe me a favor after the Brood Debacle," Peter said and there was an extremely length pause given by Gwen as she asked a question that might as well live on in infamy.

"So can you fly the thing?"

"I watched Cyclops and Nightcrawler, I think that I can get the gist of it," Peter answered immediately and there was a frustrated sigh that Gwen gave out on the other end.

"Well, at least it's equipped with seatbelts," Gwen replied without missing a beat.

"Why, don't you trust me?" Peter bantered back and there was a moment where Gwen paused and gave her honest answer.

"Yes, and that's the problem."

* * *

"I….you shouldn't have really come over just because I freaked out and was imagining things," Mary Jane said as she saw Peter and Gwen show up at the door immediately.

"Well we didn't have to but we wanted to," Gwen said as she looked around.

"I'm sure it was nothing….some kind of prank maybe, or maybe I was imagining things," Mary Jane said immediately as the two of them stepped into the hallway.

Peter walked over immediately and he could hear the drip-drip-dripping of the sink. It was extremely odd and he could have sworn that he heard something shift.

He stepped over immediately towards the sink and he realized that the person, could be here right away. Thankfully his hood was pulled up over his face, even though his Spider-Man costume was now in his bag.

He stepped over and he felt a small buzz of his spider sense tingle in the back of his head. It was only for a micro second but never the less, he could fell his stomach turn and twist.

He tapped on the underside of the sink and once again, there was a buzzing in the back of his head. He placed the scanner underneath the sink and stepped out immediately.

"So….is their a poltergeist in my toilet or something?" Mary Jane asked, she tried to keep the mood light but there was something about what was happening.

"There's something living in the water," Peter whispered as he ushered both of the females away. "And not even….kidding."

"That's impossible," Mary Jane said but then she paused. "Actually, that's a lie, that's pretty possible, especially after…."

"DUCK!" Peter yelled as he shoved both of the girls on the floor and the water bottle burst immediately and then the sprinkler system started up, and started to flood the hallway.

The two girls were nearly swept down the stairs by the current of water immediately but they hung on.

Peter looked up immediately and he webbed the sprinkler system shut, to prevent the flow of water. He was drenched immediately from head to toe and he looked over his shoulder.

DRIP, DRIP, DRIP, DRIP, DRIP, DRIP!

Spider-Man was not going to lie, he didn't like what was going on around here, not at the slightest and now he stepped forward.

Mary Jane and Gwen looked like drowned rats immediately and Peter walked down the hallway. The two girls stuck closely for it.

"That's not a hallucination by the way, someone tried to drown us, so either we're all going nuts or something is going on," Peter said as he looked to the outside and he entered a closet.

On a whim but there was nothing but water bottles, ice, cold, refreshing water, as far as the eyes could see. The web slinger could realize the sudden folly in it as the bottles rocketed to life and with that, it burst into a cascading explosion of icy cold water.

The water prepared to drain him.

"Done in by mineral water, oh to borrow a phrase, what a revolting development this is?" Spider-Man asked as he tried to scramble for the door but it was locked and he was going to be drowned if he could not find a way out.'

He could hear frantic pounding on the other end of the door, Mary Jane and Gwen were both trying to find a way to get to him but he was being pushed underneath the water. The web slinger felt himself crushed from the impact and he tried to ram his shoulder into the water.

"You will pay for what you did, Spider-Man!" the man yelled immediately.

"And it….oh this was…the vent, if I can only reach it, there you go," Spider-Man managed as he tried to reach onto the vent. "And this isn't about the one time that I peed in the pool, was it? Look I was five, you're just going to have to let these things go, you know."

"Never, never, never going to let you go, and you won't keep me away from her, she's mine!" the man hurled immediately and then the door burst open immediately, as the water man flooded into the hallway.

Mary Jane's eyes snapped open as he saw the fully formed man immediately. His blonde locks and glowing eyes were terrifying immediately. She recognized the face but he was not completely human.

"Water or not, you're not getting away that easily…." Spider-Man managed but another water cooler broke and drenched spider man as he slipped through a crack on the floor.

"He could be anywhere, now," Gwen managed as she scrambled forward and she could see Spider-Man on the floor, hacking violently. This was a bad idea to end all bad ideas. "So are you alright?"

"Yeah….I'll let you know when I'm done trying to hack up my lungs," Spider-Man managed as he was slumped down on the ground.

"I know who it is, some people just don't leave it alone," Mary Jane said immediately and Gwen and Peter had their eyes on her and they were all ears as well. She sighed, figuring that she should get this out. "His name is Morris Bench, we used to date."

* * *

"Briefly, I swear, it was very briefly when I was a young and dumb Freshman, I think that I was enamored by an older guy, he became possessive and a bit of a jerk," Mary Jane said quickly without missing a beat and Peter locked eyes with the redhead and he swiftly nodded at her.

The fact that someone like that would become a jerk well that was just as well. In fact, Peter was not honestly all that surprised all things considered.

"So yes, young and dumb freshman, but that doesn't matter….."

"I didn't talk to him since he got busted for armed robbery, that was almost seven years ago," Mary Jane said as Gwen placed her hand on him. "But what happened to him?"

Spider-Man was racking his brain, this Bench seemed to have a mad on for him as well and now he knew why.

"Well, he did some work for the Kingpin, in fact, I might have ran into him once or twice, the face seems familiar, I never forget a face, especially a mug that ugly," Spider-Man said with his usual rapid fire cadence and Mary Jane frowned immediately and her mouth hung halfway open.

"You don't suppose that….."

"The thing is, I don't know but….." Spider-Man said as he looked over the balcony and he could hear the waves kicking up.

It hit him suddenly, perhaps a bit too late but it was there. If they were hear, out by the ocean, than they were sitting ducks. He could do some damage with water bottles, water coolers, and a sprinkler system.

"You thought that I was some punk, didn't you, Spider-Man?" Bench's voice cackled immediately as he slapped against the water and there was a loud round of laughter. "But….no, I'm nothing, and today, I'm going to be the hero and get the girl!"

"You're mad Morrie, completely and utterly mad!" Spider-Man yelled as this thug rocked the waves against the water. How was he going to fight the entire ocean? And he thought that fighting Sandman in the middle of the desert was bad news, he was going to fight this monster on the edge of the railing.

"I might be mad, but soon, you will be crushed underneath me!" the man shouted from beneath. "And Morrie Bench is dead, call me HYDRO MAN!"

"Oh shit, he just gave himself a name," Gwen grumbled underneath her breath. That was the first step of madness, a super villain being given a call name.

"Hydrant Man, the dogs must love you!" Spider-Man yelled as he swung down immediately to face him. "Yeah, you're a really big man when you have an entire ocean….."

"You talk too much, time to make you shut up forever!" Hydro Man yelled as he caused the waves to rise up and then smash down onto the web slinger, trapping him underneath. The web head dodged the attacks as the waves bounced up and he was nearly crushed underneath.

"Wow, with witty banter like that, it's no wonder that you're a master with the ladies!" Spider-man yelled but the waves nearly crushed him. He ascended to the life guard stand on the beach and kept trying to outrun Hydro Man, trying to get higher. "Oh that's right, you've struck out every single time. You're a wash out, you know that, and I'm going to…."

"SHUT UP!"

Hydro Man's body impacted the side of the life guard stand and nearly toppled it.

"I hope you see that Red, I'm going to take down the web head, and then there's no one who is going to make me look like a fool ever again," Bench said immediately. "YOU DID THIS TO ME, SPIDER-MAN!"

"Me….I made your face look that ugly, really?" Spider-Man asked as the sledgehammer blows nearly impacted him on the side of the head. "Yeah, I guess I could have, I mean it's possible but seriously, that was all on me….."

"SHUT UP!" Hydro Man snapped immediately as he tried to flow forward immediately and nail him but Spider-Man was getting further up immediately.

"Come on, Morrie, afraid to step into the sun, it's good for your skin, after all," Spider-Man said as he jumped up and down. "Oh that's right, you don't have any….come on, Morrie, face me."

Bench was incensed, Spider-Man knocked him over the railing and into that tank of water with the chemicals. Granted, it had given him unprecedented control over water.

"Oh, Morrie, Morrie, come on, you can fight me!" Spider-Man cheered as he rocked back and forth like a boxer and Bench pulled a Sandman for lack of a better term. He hoisted up the weapon and then slammed it down onto the ground but the web slinger slid out of the way. "And a swing and a miss….not a bad shot but you could do better. Oh boy ,you can really do better!"

Spider-Man felt himself teetering on the edge and he turned to face Bench who continued to raise his arms into the air and gave a howling, hammering type blow.

' _Cement, perfect,'_ Spider-Man thought but suddenly Bench appeared as a full formed man instead of a blob of water.

"Fight me, fight me!" Bench yelled as he stepped forward but he could feel himself weaker. Spider-Man manipulated his emotions and drew him away from the body of water.

"Just a bit closer!" Spider-Man taunted and once again, Hydro Man lifted himself up into the air in an attempt to crush Spider-Man up underneath his length.

Spider-Man could see that he was running out of steam. It was all about pushing it immediately and the web slinger could see that he was close.

He plunged into the ground and he smashed the bag of cement. His own rage appeared to be his Achilles heel as the cement sprayed out of the bag.

"When they said quick drying cement, I didn't think that it would be that quick drying," Spider-Man commented immediately and the villain tried to strangle him. "Now, now, mind your manners, what would your mother say if you were in such a state?"

"Crush…..crush….crush you," Hydro Man managed as he staggered forward, his hands outstretched but Spider-Man had one stone statue of one crazed hood looking at him, staring back at him dangerously, through shifted eyes.

Spider-Man raised his hand as he saw Gwen and Mary Jane made their way up the stairs. That was not easy. The water flowed down now that Hydro Man was put away and Spider-Man hoped that it was for a very long time.

* * *

"So, he's hauled off and we'll never see him again," Gwen said and Mary Jane nodded.

"I sure hope so," she replied immediately as she felt something stir in her stomach immediately but she looked over her shoulder. It was like one of those calm after the storm feelings. Even if she could not hear it, she still felt a bit nervous immediately with what happened. Never the less, her eyes locked on Gwen and Peter. "Um thanks guys….I thought that I was going insane."

"Bench was banking on that I think," Peter said immediately. "It's a good thing that he was more obsessed with Spider-Man than he was with you."

"Thankfully," Mary Jane said although she hoped to put this entire ordeal behind her. The mysterious e-mails that she got for months, it was obviously all Bench and she hoped that this would be the end.

"They're going to keep him in the statue until they can find a way to keep him locked hope," Gwen said swiftly.

Peter did hope that some of the people that he went up against would someday get the necessary help that he needed but the unfortunate fact of the matter was that some of them were damaged goods even before they got their powers. The ultimate personification of damaged goods would be Morris Bench as he was wrecked, a thug right before them.

He wanted to think that he would have seen the last of Hydro Man.

He nervously looked over his shoulder and spotted a crisp, cool, bottle of sparkling water that was on the table. He nervously looked at it, as did Gwen and Mary Jane.

"He's gone, he's got to be gone….so how long are you staying in?" Mary Jane asked to the two of them.

"For a couple more days, we don't have to get the jet that we borrowed back until then," Peter replied and Mary Jane nodded.

"Good, good," she replied as she looked extremely distracted for some reason but shook her head, as she moved to her room to see if there was a dry change of clothes let to be had after it flooded.

The water bottle sparkled ominously as they left and then popped open on its own accord, spraying one tiny bit of water in the air.

**To Be Continued.**


	28. War of the Roses Part One

**Chapter 28: War of the Roses Part One.**

One of the shady night clubs in New York was the scene. A large imposing man dressed in a pinstripe suit exited the limo, with two bodyguards on either side of him. There was six more men, all dressed in pinstripe suits as well, and they held guns.

"We're going to end this with the Rose tonight, make the boy an offer he can't refuse," Hammerhead said as his men entered the factory.

The Rose came on the other side and he had no one with him, which caused Hammerhead to be surprised and also suspicious.

"I'm surprised you had the stones to come here alone," Hammerhead said as he looked around, almost expecting a dozen men to pop in. "I'm surprised….that must be pretty brave or really stupid."

"Well, you would know about being stupid," Rose said and Hammerhead chuckled.

"Always the wise guy, I appreciate the wit kid, but you better watch your mouth because you might run across the wrong person," Hammerhead said as he placed his hand on the side of Rose's shoulder but Rose smiled at him.

"Well, you wanted to come here to discuss business, but yet I see a bunch of men with guns, that doesn't seem too businesslike," Rose said and Hammerhead sat down when the chair was offered him.

"You can't be too careful," Hammerhead said, as it was hard to tell what was going through his mind. His arms folded across each other and he locked his eyes on Rose.

"No, I can't be too careful," Rose said as he had a concealed weapon up his sleeve and what a concealed weapon he had. It had been something like Hammerhead and his goons had never seen. He was damned if Hammerhead really understood to know that.

"No, I can't be too careful," Hammerhead agreed as he clutched his fingers together and there was a second where he leaned back. His eyes shifted. "You've been muscling onto the boss's territory…"

"So tell me, has the boss been potty trained?" Rose asked him and one of the guards pulled a gun on him.

"Don't talk about what you don't know about, boy," Hammerhead said through gritted teeth and Rose stared back at him. The two of them locked eyes, neither of them wanted to back off and both of them glared at each.

"Fine, what do you want?" Rose asked.

Hammerhead slid a briefcase on the table. "The boss has told me to make an offer that you can't refuse, so you better not refuse it."

"I'm listening," Rose said, although he had his own intentions and the briefcase was tapped on.

"That's just a downpayment," Hammerhead whispered as Rose leaned his neck forward and he opened the clasp of the briefcase.

The Rose's grin spread over his face, he resembled a particularly demented Cheshire cat as he ran his finger across the edge of the cash.

"Well this is quite the generous offer," Rose said in a whisper as he stared down Hammerhead. "And I have no reason to take the money, don't I?"

"Yes, you really have no reason not to take it," Hammerhead said as the Rose smirked and it was one of those smirks that Hammerhead did not really like.

"Well, it's interesting," Rose said as he stared him down. "And…..I'm going to offer you a counter offer if you don't mind."

"Listen to me you snotty little up….."

The weapon was activated and Hammerhead's head thumped against the table. All of his bodyguards and goons dropped down to the ground with a dangerous clatter and Rose got up to his feet.

"You don't get this, I'm the future of this city, not some relic like Silvermane, not the Kingpin, and especially not you," The Rose whispered as he could see Hammerhead down.

"You son of a bitch, I'll gut you!" Hammerhead yelled but he could not hold his arms or his legs up. It was really hard to hold himself up to his feet and the Rose chuckled in amusement.

He took half of a step back and then decided to claim the briefcase.

"You know, I like your money, but I really don't like you, Hammerhead," Rose said as he turned to walk off and he could hear the cursing of Hammerhead. "Oh, you shouldn't really have brought that many men here. There would be more goons to carry out."

"YOU LITTLE….."

"Yes, I know, you're going to mock me," Rose said as he gave a slight bow to the fallen form of Hammerhead and stepped outside.

Ten, nine, eight, seven, six, five, four, three, two, one, and there was a huge boom that echoed. The windows of the warehouse blew up and noxious fumes smelled. There was no way they could get themselves out, that was music to Rose's ears.

"Beautiful, another set of enemies down the tubes," Rose whispered as he looked on extremely hungrily. He had the money and he had enemies out of the way. He saw this as a win-win situation.

"Yes….perhaps but you still need to take Spider-Man down, which you have failed to do, and the Hellfire Club is…..concerned about your lack of progress. Given the fact that we have given you the backing."

An imposing man with dark hair dressed in Victorian Clothes looked at him.

"The Hellfire Club, I respect your influence, but don't forget that my men have taken out several potential rivals for you, Shaw," the Rose told him.

"Richard, you and I both know that we helped you help us, and don't forget that we gave power to you that we can easily take away," a woman said from the shadows in a bored voice. "Yes, I've read your mind, although it is mostly a blank book."

"I will have my spot….."

"You will once you deliver Spider-Man to the Inner Circle," the woman told him and the Rose scowled at her but he slowly nodded. "Understand."

* * *

Shadowcat and Spider-Man crouched on the ledge across from a factory that they were scouting for old time's sake.

"New Mutants are driving me nuts, so it's a good thing I got to get out and stretch my legs," Kitty whispered as she placed her hands on the side of her neck and she leaned back, with a sigh. "Laura covered for me….."

"I'm sure that she loved you leaving her holding the bag," Spider-Man said as he perched himself and was ready to pounce. So fall, all was rather quiet and that might not have been the best thing in the world.

"Well….."

"Yes, well, indeed," Spider-Man said but he heard something.

"Spider Sense?" Kitty asked and Spider-Man frowned.

"Not sure," he admitted as he could see some people rustling around on the outside. He was expecting the Rose, his intelligence had pinpointed the man coming out in this area. Gwen was almost finished with the Iron Spider armor Version 5.0, although it was slow going and it was not like Kitty was bad back up.

"Look, Hellfire Club," Kitty whispered in Peter's ear and he saw, the Hellfire Goons making their way inside.

"Who is that?" Peter asked as he could see a woman with blonde hair. She was dressed in a white jacket and a tight white top, along with tight white pants that fitted around her like a second set of skin and she gave the goons some orders.

"That's Emma Frost….I almost didn't recognize her without pants," Kitty said and Peter looked at Kitty strangely.

"Tell me more."

Kitty told him more, well in a way. "Well you know the Hellfire Club, they don't have the strictest dress code in the world, so Miss Frost…..she's wearing…..and she's looking at us, shit she's a telepath that's right."

There was a series of bullets that riddled Spider-Man and Shadowcat as the two of them bounced off of the roof tops.

"Hey, that's….that was rude!" Spider-Man yelled as he jumped down from the ground and he dodged one of the Hellfire goons. "You know, with those outfits, I think that you should be arrested by the fashion police…..but I'll settle for beating you guys up just fine."

Spider-Man dodged the attack as Emma Frost slipped off into the night. The web slinger webbed their guns together and clonked their heads together. The web slinger jumped high into the air and kicked their legs out from underneath them.

They dropped down to the ground, clonking their heads together and Spider-Man continued to use the heads of his adversaries as a stepping mechanism. The web slinger dropped down behind them and hit a vicious kidney punch, taking them down to the ground.

"And a swing and a miss!" Spider-Man cheered as he saw that Kitty grabbed their heads and pulled them to the ground.

He recognized one of the Rose's men and Spider-Man rushed over to him but the charging force of Rhino took him down to the ground.

"Oooh, could someone get the license plate of that super villain that ran me over," Spider-Man grumbled as he tried to get himself back to his feet but he crumpled down to the ground like a piece of paper.

"Yeah, you and me, web head, we've got a score to settle!" Rhino grumbled as he rushed over but Spider-Man springboarded over him.

With a crash, Rhino blew through a set of boards and Spider-Man used a line of webbing as he caught him around the horn. The dangerous criminal swung around and caused Spider-Man to spin around, flying halfway across the town.

"Is it just me, but the harder that you hit, the uglier that you are?" Spider-Man asked. Rhino growled as he stampeded forward. He got closer with Spider-Man ready for them, he springboarded into the air and caused Rhino's charge to overshoot the target. His horn got stuck into the car.

Rhino struggled, cursing underneath his breath as he tried to rip his horn free from the car as the Hellfire Club goons surrounded him.

"Got your back, Spidey!" Kitty cleared as she pulled one of them underneath the ground and his head cracked off the ground.

"Great, thanks Kitty," Spider-Man said an appreciatively voice as he wondered what their game was. "Really, you and I….ugly…come on, closer, closer, closer….."

Rhino was knocked into the side of the garbage truck.

"Whoa how about that, garbage for garbage," Spider-Man said as Rhino grabbed him around the throat but Kitty made Spider-Man become intangible and pulled him down underneath the ground.

Rhino swung his arms around and growled underneath his breath as he looked around.

"Where are you, where are you, FACE ME!" Rhino yelled out loud. He did not have to wait for that long as Spider-Man and Shadowcat popped from the ground with a solid crack and the large man flew into the air.

He crashed against the wall, causing it to crumble. Spider-Man held up his hands and used his webbing to cause Rhino to be held into place. He struggled, cursing underneath his breath as he tried to break out.

"We've got a problem, the Hellfire Club just left, although…..one of them didn't get away," Kitty said as she saw someone scurry down to the ground and Spider-Man webbed his feet.

"What's the matter? Trying to get out of here too soon….ah….and I thought that we would be good friends, oh well, that's just that I guess," Spider-Man said as he strung him upside down.

"I'm not going to speak to you, your time is at an end Spider-Man!" the goon yelled.

"Oooh, you must be a psychic, can you read my palm? Spider-Man asked as he smacked the palm into the face of the goon as he was strung upside down with his webbing. "I guess you really can't."

"Son of a bitch, son of a bitch…..just wait, the White Queen and the Black King, they'll cut you up, you're done….."

"Sophisticated clothing, not so sophistication language, your mother might be embarrassed," Spider-Man said but he figured that this could be a long night.

* * *

Jean Grey was putting in some heavy hours in mentoring the mutants of tomorrow at the Xavier Institute. Her head was throbbing something fierce as she tried to keep her head up above the ground but it was hard to really thing.

She had been getting these tension headaches that not even a normal aspirin could clear. The redhead turned her head around, as there were times where she was not herself.

"Jean, are you okay?"

Jean turned around, tension rising to an entirely different level but it was just Ororo. The redhead relaxed promptly and the pit of her stomach was filled with nerves. She quickly rested back on the couch.

"Yes, it's just….we've been through a lot as X-Men, I was just trying to get my memories together," Jean said as she could feel herself become sickened by the very thought. The Phoenix was something that always appreciated new sensations but it had become positively ravenous in its attempts to feed on everything.

"I understand," Ororo replied in a sympathetic voice, smiling as she patted Jean on the shoulder sympathetically. "With Professor Xavier off…..and no indication of when he'll return, if we able to return….."

"The X-Men might be Xavier's dream, but we are our own people, aren't we?" Jean asked and it was with that statement that Ororo looked thoughtful.

"That's an interesting way of putting it, and I agree, believe me, I agree," Ororo agreed as she could see Jean's head bent down as she rubbed the side of her temples.

"I just wish this tension headache could go away," Jean said as she staggered up to her feet. She managed not to fall, thinking that would be poor form. "Maybe….you know, maybe I just need to lie down, things could feel better when I do that."

"They always do," Ororo agreed with her as she looked at Jean. They had become like sisters during their time with the X-Men.

"Tell Scott that I'm going to have to take a raincheck on training tonight, but I'm sure….."

"He'll understand even though he's not been in the best place," Ororo said as Jean staggered off.

She sure hoped so but the headache worsened the longer she made her way forward. She thought that there was something trying to hijack her brain and the Phoenix grew restless as it tried to claw into her brain. Jean's agony spiked. She could not hold it off.

"Hey, Jean are you alright?" Rogue asked her and Jean shook her head.

"I need the toilet," Jean managed as she stumbled towards the nearest bathroom, her heart quickening its pace.

Jean just barely reached her destination as she hailed the proceilin gods. She staggered as she held onto the side of the toilet, her mind rocked right away.

"Ah, much….much better," Jean stammered she wondered if she could make to her bedroom. While it was right across the hallway, it seemed like a trek. The redhead took half of a step forward and hung onto the wall.

She slid across the rug and made it. Like a zombie, Jean ambled forward and collapsed on the bed. She thought that she would lie down for an hour or so, maybe a day or two. Never the less, full body shivers went down her.

The telepath never felt like that before, it was like she felt those simultaneous hot and cold feelings and that had never happened to her. Not even when she had the flu and that was a bad experience that she was not going to relieve any time soon. The pit of her stomach twisted as several knives wrapped down into her stomach.

"Oh damn," Jean groaned as she screwed her eyes tight shut.

She could see the Phoenix at the end of the hallway but it was behind a caged door. The redhead stood, dressed in her dress shirt as she could see the end of it.

The locks were stationary and dormant as she kept ambling forward. Nervously, she placed her hand on the lock.

"JEAN!"

Jean was now on the roof of the Xavier Institute, her eyes felt like they were white hot and she could see Laura, Rogue, and Lorna watching her nervously.

"What are you doing?" Lorna asked.

"I don't know," Jean said as she wondered how she could get from her bedroom until outside of the school. Especially given that she could barely stand on the ledge without her legs crumpling out from underneath her.

"You mean….you had to get out here somewhere," Laura said and there was a frown that got even wider. She reached forward gingerly to pull Jean up and the redhead slumped with her head resting on Laura's shoulder.

"Yes, I know but I was having a dream, a nightmare, the Phoenix, it was caged," Jean said as she wondered what happened. She turned and saw her own reflection in the mirror, her eyes looked bloodshot and gruesome. It was sickening what she looked like but that was how she looked.

"If it was caged…"

"It means that a part of me is caged, a part of me wants to be liberated, but it doesn't make any sense?' Jean asked, although another thing that did not make any sense was the headaches left. Jean wondered if the Phoenix had healed her some way.

Yet there was another shiver down her spine as Ororo joined them as Jean was helped into the Mansion where she dropped down.

"Kitty has just called back, Spider-Man and her have run into the Hellfire Club goons, we have a problem," Ororo said, and Alison, Bobby, and Scott ambled in next as well.

"If the Hellfire Club is involved with the Rose….this becomes an X-Men problem," Scott said as he looked at Jean.

"I don't know Scott….the way my mind's been….."

"Damn it Jean, I need the entire team on this, and the entire team means you, you're part of this," Scott said as he looked at her.

"Fine, I'll go!" Jean yelled harshly and Scott backed up immediately. This was the first time that Jean terrified him and it was like something primal had rose up within her.

"We're….um, we're meeting Spider-Man and Shadowcat, in about ten minutes, they got one of the goons to sing," Alex said as he popped his head halfway in, with Piotr, and they could see Scott and Jean staring down each other.

That was the height of awkward to walk into, especially the brother of one of the parties being involved.

* * *

Before the X-Men could mobilize, the Rose pulled up in a van, with a dozen of his best men following him.

"Gentlemen, we're going to take out something that even the Hellfire Club couldn't," Rose said as he looked over his shoulder. "We're going to take out the X-Men."

The goons looked at each other, nervously but when their boss told them to jump, all they could ask was how high. They had a number of high tech rocket launchers set up.

"The Hellfire Club put in the good word for this hardware, but I'm the one who made it all possible," The Rose said as his face twisted into a malicious grin as he watched his men assemble his not so secret weapons. It was not the epitome of subtle, that much was for sure.

"Boss, it's good to go….."

"Knock on the front door," the Rose whispered as he looked like a kid at Christmas time and all of the other holidays. While the Hellfire Club was busy playing tag with Spider-Man, he was going to set things up.

The rocket launcher blasted right through the front door and went the rocket landed, it set off an EMP pulse that blanketed the entire security system of the mansion. There was a surprise as the lights went off.

"Fire two, fire three, fire four," The Rose yelled and more rockets launched into the air to impact the side of the mansion.

The dust settled and the bottom half of the Xavier Institute crumbled to the ground immediately.

"Just goes to show you, a bunch of muties can't even get the drop on me," The Rose whispered but Logan popped out of the bushes and slammed him against the truck.

"So, you think that we can't get a drop on you, eh, bub?" Logan asked as he had his claws sheathed and ready to cut. "You've been working with the Hellfire Club, don't you know those son of bitches are going to sell you out?"

"I know….I know," the Rose whispered hostility as he stared down his adversary, he did not show any fear, because he had no reason to show any. "But, you know, you muties, your time is at an end, not even your hero Spider-Man will be able to save you."

"You've got bigger problems than the web head," Logan whispered to him.

"Well you've got bigger problems than the Hellfire Club," The Rose said and he activated the same device that brought Hammerhead and his goons to their knees. He turned to his shell shocked looking men who looked confused. "Don't just stand there, bring out the collars, tag him!"

"What is this, some kind of power control collar?" Logan asked as he tried to move his arms but he was paralyzed.

"Yes, but I control your powers, so why don't you go inside and rip the X-Men to shreds?" Rose asked and Logan howled in agony.

"NEVER!" he growled as he tried to rip the collar off but the Rose activated a switch which forced his puppet to dance in more ways than one.

"I think….that your body is going to disagree with your mouth and mind…."

"Take out Logan!" Scott yelled immediately as he blasted his optic blasts at him but Logan jumped into the air and swiped his claws. The mutant was knocked down.

"Leave nothing standing!" The Rose yelled, making a split decision that it would be too dangerous to leave any the X-Men alive.

There were series of rocket blasts that were fired up and the mobster looked as they were about to impact them and destroy them all where they stood. They sat before him like sitting ducks, which was the best type of enemies.

Jean's head felt like it was trying to escape through her skull as she held the shield and the rockets connected with her psychic shield. The nose that it caused when it connected was defeaning.

She collapsed when the shield was struck but she saved them, at least from the first volley.

"Their weapons don't have any metal, I can't do anything," Lorna said as she raised her hand but she found that it was not going to be that easy. Then again, things rarely were that easy. The green haired mutant nearly bit her lip until it bled.

"Well….that could complicate things," Alison said as she could see the weapons and she hoped that this would work. If they weren't wearing any kind of ear protection, than it might be, although it was a crapshoot.

If they were, well it was back to square one. She projected her attacks and knocked the rocket launchers off line. The noise caused them all to land on their feet.

"X-Men, you will kneel before the might of the Rose!" the Rose said as he cranked a dial on his weapon and the Rose held them down on the ground.

"NO, NO, NO!" Jean yelled as she heard the psychic screams of despair and the dam that she built up in her mind burst open.

"Jean?" Rogue asked nervously and Jean screamed at the top of her lungs, before she released a psychic storm.

She sent the entire group of X-Men flying to all sides and they all landed onto the ground, with a cracking crunch.

"Oh will someone get the number of that truck that hit us?" Bobby asked as he rolled over, feeling his head throb.

Spider-Man and Shadowcat turned up, seeing the Rose slumped against the side of his truck with his nose bleeding and Jean standing there in the middle of a field, with energy surrounding her head and body.

"Yeah, I'm going to hazard a guess that this isn't good," Spider-Man said. "Granted just going off a whim but….."

"I understand," Kitty said as she took the first tentative steps towards Jean Grey, who was having a total psyhic meltdown.

The other bad news was the Rose pulled himself out and got into the back of the second van, nearly collapsing.

"DRIVE!"

* * *

"We've got a bit of a problem right here," Spider-Man said and Kitty looked at him with a completely exasperated look that danced through her eyes. "I know, that's the understatement to end all understatements but it's the truth and….."

"Jean, she looks like she's there, but she's not there," Kitty said as she stepped forward but Spider-Man grabbed her arms.

"I don't think that's a good idea after Jean just mentally punted the entire X-Men, along with several goons," Spider-Man said as he took one step forward. The fact that his Spider Sense was not blaring a million miles a minute was a good sign but at the same time, it was increasingly foreboding. He was not sure what he liked about what happened.

"Jean's…..she's there, isn't she?" Kitty asked.

"Not a telepath, we need one, and well the only one here is in a state of catatonic…..I don't eve know actually," Peter said, this defied pretty much all logic. They also had the problem of the Rose getting away.

"You sensed my power yet you approach, that must make you brave," a voice that was very much unlike Jean's and at the same time like her projected through her mouth.

"Okay Jean, just….cool down for a second, and don't worry, we're going to get you some help, everything is going to be okay," Peter said although he had no idea what he was going to say to her. Her eyes flashed forward.

"Help, no, it is not help that I need, I am beginning to see the light," Jean said as she reached forward and vanished into a flash of Phoenix fire.

Spider-Man expected the other shoe to drop and perhaps Jean to drop down onto him but so far there was nothing.

"She's gone and….."

"So is the Rose," Peter said as he could not think of a more foreboding situation even if he tried. He was going to see if he could follow the van. "Kitty, try and wake everyone up….they're still breathing….."

"Hopefully….hopefully Jean didn't accidentally cook their brains," Kitty said although she spooked herself.

Spider-Man was not going to even entertain the notion, he knew the van could not have gotten far and hoped that Kitty would be able to handle mostly everything on her own. At least that was the intention.

' _Okay, this is getting insane,'_ Spider-Man thought as he kept swinging into the night. Once again, he could sense the frustration that came along with a situation like this just grow inside, threatening to burst out of his chest. He had to find the trail and he had to find it soon.

The sounds of gunfire indicated that he was getting close. He was running out of spaces to web but he put the brakes on, nearly skidding.

' _Well time to water ski, on pavement, off of the back of a truck, who thought that this was a good idea, oh, alright, me, that's right!'_ Spider-Man yelled as he latched onto the back of the truck and tried to hang on.

If he could only get close, he might have a chance.

* * *

"She still struggles, doesn't she?" Emma asked to the man standing in the shadows as he placed the temple on her head.

"She would have been ours had it not been for the interference of the Rose," Shaw said as his teeth had a nasty smile.

"The Rose…..he'll be pruned soon enough," Emma said as she turned her attention off to the side. "Jason, lock onto her, she was supposed to brought her for us to take over. The Phoenix Force is meant to be controlled by the Hellfire Club, it is written in the stars."

"Yes," Shaw said, he knew that he wanted control of it and he would take over the Hellfire Club. Emma was under the impression that Jean Grey would be killed and the Phoenix Force would be transferred to her. That could not be further from Shaw's intentions.

Emma hid her amusement, she knew what Shaw was planning but he was useful, to an extent. The Hellfire Club was all about influence, but all of the members of the Club had their own agendas. There was more times where they lined up more often than not but they were a group that did not play nicely with each other sometimes and there was no use trying to think of anything to the contrary.

That being said, someone of Shaw's infantile intentions having control of the Phoenix Force would destroy so much that there would be nothing left of the Hellfire Club.

"Jason do you….."

"She is now being directed to the gate," Mastermind said as he smiled. He had his own plans for the Phoenix Force and they did not correspond to those of the White Queen or the Black King's. And he was able to better hide his intentions from Emma due to being a telepath himself. He would rewrite the memory of Jean Grey and turn her into the perfect weapon and lover, to sate all of his needs. He would have the most powerful force in the universe.

"And Spider-Man is closing in on the Rose," Emma said as she looked bemused. "He does have his uses after all."

**To Be Continued.**


	29. War of the Roses Part Two

**Chapter Twenty Nine: The War of the Rose Part Two.**

Spider-Man was on the chase for the goons of the Rose and the man himself. Of course, webbing onto the back of a truck, while it went at almost seventy miles through hour to the city streets of New York was not the best idea. It was not something that Spider-Man recommended trying at home at any rate.

' _Oh boy, suck, this is going to suck, so bad, really, really suck, badly, oh boy, this really sucks, badly,'_ Spider-Man commented as he hit the speed bump and was nearly propelled high into the air. He stuck his landing on the back of the truck and felt some of the oxygen knocked out of him. The web slinger kept his head up and tried to stand up.

"Okay, I'm going to see your license and registsration!" Spider-Man said as he webbed the hands of the passengers to the dashboard which presented them.

"Spider-Man!" one of the goons growled as he reached towards the gun.

"Hey, both hands on the wheel at all….ah snugglebunnies!" Spider-Man yelled as he dodged the barrage of bullets as the van made its way towards the end of the street.

' _Well looks like it's time to put the breaks on, the hard way, oh boy, this could suck, big time,'_ Spider-Man thought as he launched a couple of lines of webbing out to latch onto the edge of a wall. He felt his shoulders crack underneath the pressure.

By some kind of miracle, Spider-Man was able to stop the truck in its tracks and not a moment too soon. He was slumped over the edge of the van and his breathing was labored.

The truck broke open to reveal more rent a goons.

"So do you guys really have a union or something?" Spider-Man asked as he dodged the frantic attacks of his enemies. "I mean….you know with dental and all of the perks….no need to bite my head off, or blow it off…..or something like that."

The web slinger flung himself onto the ground and kneed him right in the back of the head. The web slinger avoided the attack of a larger lumbering goon.

"Yeah, that might hurt in the morning," Spider-Man commented as the goon did a head long smash into a light post which dented it. The web slinger webbed his hands into the post and then fired a series of kicks to the back, rocking him extremely hard. "Actually come to think of it, that will likely hurt in the morning."

Spider-Man drilled the elbow into the side of the neck and caused the man to slump over in pain, just in time to face another lumbering goon who tried to take his head off with a piece of lumber. Literally as the two by four swung towards his skull.

"Well, as usual, a guy coming at me packing wood is not a good thing," Spider-Man said as he sprung over his head, webbed the man's ankles out from underneath them, and caused him to land face first onto the ground with a sickening thud. "Well, I really do hope that you have the dental plan after that one."

Sure enough the broken teeth of the man down on the ground told the story and Spider-Man shifted all of his attention to the contraband in the truck.

"Let's see what we've got here, lots of contraband, enough to put the person who is playing with it up the river for a good few years," Spider-Man said as he looked around. "But no Rose….unless he is cosplaying as one of his own goons."

Somehow Spider-Man seriously doubted that but he had to be sure one hundred percent of the way. The web slinger turned around, looking off into the shadows. He thought that he heard something but it was in fact nothing.

' _Becoming a bit too paranoid for you own good,'_ Spider-Man thought to himself. No sooner did he think that thought was his spider sense was starting to make some nose.

The ticking in the back of the van started up and Spider-Man realized that this particular van had been a trap, one big spider killing trap.

' _Oh boy,'_ Spider-Man thought as the web slinger looked at the van. If he was going to move it, he could jostle the bomb and cause the countdown to go faster.

Talk about being in the pressure cooker, the web slinger wiped the sweat off of his brow and had an idea.

' _No bomb, no bomb, no bomb, ah here we go bomb,'_ Spider-Man thought as he managed to gently lift it open. _'Okay, just calm down, and let the spider sense be your guide, thirty seconds huh, no pleasure here.'_

Spider-Man went for each wire but then it gave the tell tale sign of his spider sense kicking off into high gear. He was driven to one conclusion.

There was no way to release.

The bomb was right there in front of his face, there was no way to get out, no way to disable it.

The bomb hissed and then blew up, although the explosion was minimal. It released a cloud of red roses with a note on it, written in ink, at least he hoped that it was red ink.

"Bit too early to be sending me a Valentine," Spider-Man joked as he looked it over but the note filled him with an incoming sense of dread.

The Rose was playing a game of cat and mouse with him and he could choose to terminate it at any time.

The only thing that was for certain was the Rose was not here so Spider-Man made his way into the night to go for the next lead. He felt like that hamster on a wheel but if he could find a second van, he might find his man.

* * *

Kitty Pryde realized the situation and she realized how dire it was. She did not need a score card to figure out that she had her back up against the wall in one of the most dangerous situations she had ever come up against in her young life.

It was her against a squad of twelve Hellfire Club goons, all of them circling her with the nastiest intentions possible.

"You can't hope to defeat us all, little girl," one of them said but Kitty sunk his head down into the ground.

"Maybe….not," Kitty said as she blocked the dagger of one of them and kicked him in the back of the leg. It caused him to spiral down to the ground.

"Then what do you hope to do….."

"The X-Men will wake up, then we're going to get your smug elitist asses!" Kitty cheered with a grin on her face as she popped up and nailed one of the Hellfire Goons with the full force of a kick.

She flipped over their head, grabbed one of them around the head, and plowed him into the ground.

Emma watched, in amusement. The poor girl might tire herself out before she actually got her entertainment. Then again, this exercise proved to be an entertaining endeavor to see which goons could stay and which could be served their walking papers.

Kitty grabbed one of them around the head and impacted his head into the ground.

"Not going to lie, that was awesome," Kitty said with a grin as she dodged two daggers immediately that were flung at her. She knew better than to go intangible when something was thrown at her.

"Yes, but this will be more so, child," Emma muttered as one of the goons grabbed her around the head.

Kitty screamed as she felt a splattering of her worst memories come into her mind. The brunette slipped through the ground to escape but she felt like she was falling much further.

Her heartbeat sped up and she had no idea what was happening for her.

"That was anti-climatic," Emma said as she walked over. "Leave them on the ground, if the X-Men wake up…."

"Hey, you high class escort, did I say that I was done with you yet?"

Kitty stood in front of Emma and the blonde blinked her eyes. There was amusement that danced through her eyes.

"Are you speaking to me?" Emma asked as Kitty rushed towards her but Emma side stepped easily. "Telepath, honey, your mind is an open book to me, and not that many pages at that. Therefore, I can figure out what you're going to do before you even finish thinking about them."

Kitty tried to phase through the tree but Emma caused her to stop suddenly, shutting down the portion of her brain that controlled her mutant powers.

"Poor little Kitty, stuck in a tree," Emma said as she leaned forward and patted Kitty on the head in a condescending manner. "And for the record, I will be getting away with this, so waste your breath and try not to move too much. You might find it quite difficult to do so without crushing your ribs until your brain reboots itself in about an hour or two, maybe a day. I'm not quite sure."

"You b….."

"Yes, I know," Emma said as she turned around to see the man in the shadows. "Well now that this minor annoyance is take care of, we got to deal with the Phoenix. She will be under the control of the Hellfire Club."

"Shaw seems to think…."

"Mastermind, save your words, I know exactly what Shaw thinks, and I know how to deal with that pathetic excuse for a man," Emma said as she looked at the mutant stuck in the tree one more time. "Careful, dear, or I might make your face freeze like that."

A little entertainment went a long way, although Emma was getting quite bored with the cat and mouse game between the Rose and Spider-Man.

' _Time to spice things up a little bit,'_ Emma said, as she may have inadvertently given Spider-Man the most probable location of where the Rose went off to.

It was a slip of the tongue or the mind rather. The Hellfire Club was out to put their Phoenix under their control.

* * *

Spider-Man managed to follow the trail to the warehouse where the Rose was holed up. He was preparing himself for a battle. This was the man who had his goons hold his own with the X-Men. He had weapons that were beyond the scope of anything that Spider-Man had ever seen, and he had seen a lot.

Although there was a lot that he did not see in his life but that was beside the point. It was time for the web slinger to head inside and see what was about to happen.

He could see everything around him and he knew that he was getting perilously closer to finding the man himself.

Two goons were guarding an office area and that looked pretty important. Spider-Man scaled up to perch on the ledge and craned his neck. The goons walked around, circling each other.

' _Okay the one on the left looks bigger, but the one on the right looks smarter,'_ Spider-Man mused as he made a battle plan. _'Okay, got to do this, in three, two, one.'_

Spider-Man dropped down and the goon that looked a bit quicker on the uptake screamed "SPIDER-MAN!"

"I don't think that there was a few people that heard you in Jersey!" Spider-Man yelled as the goon rushed towards him with the force of a bull but Spider-Man dodged him. The goon shattered crates with his body and Spider-Man webbed him up immediately.

The other goon grabbed a pipe and swung for the fences.

"Strike one!" Spider-Man cheered as the pipe sailed over his head and missed as it connected against the wall. "Come one, swing batter, batter, batter, swing!"

The goon did in fact take a swing with an honest attempt to take Spider-Man's head off.

"STRIKE TWO!" Spider-Man yelled as he could see the pipe was about ready to connect with his skull.

"Come on!" the goon said as he looked around and swung again.

"Strike Three, you're out!" Spider-Man yelled as he web yanked the pipe, jumped into the air, and plowed his head into the ground.

Both goons were webbed up and Spider-Man was surprised that there were only two goons guarding the gates. That caught him off guard ,not that he was complaining about that fact. That being said, it still caught him off guard.

"Okay, let's see what's behind door number two," Spider-Man said as he placed his hands on the handle and gave a tug, but the breath left his body as he tried to get it open.

The door burst open just as the Spider Sense went off and the one and only Rhino stampeded out to knock Spider-Man back.

The web slinger fell back and collided with a series of pipes. The pipes landed onto the ground with a heavy clatter and Rhino once again went after him.

"You again, we got to really stop meeting like this," Spider-Man muttered as Rhino smashed into a set of paint cans which caused them to clatter onto the ground. "People are starting to talk about us…."

"Cram it Web Head," Rhino said as Spider-Man dodged underneath his lumbering attacks.

Spider-Man was on the catwalk and released a rope which caused more paint cans to land onto Rhino with a clatter.

"That's it, do you realize how hard a suit like this is like to get dry cleaned?" Rhino asked as he looked up and smashed into the side of the scaffold.

"You mean it comes off, or do you get it dry cleaned why wearing it?" Spider-Man asked as he hung onto the scaffold for dear life, while mentally calculating the trajectory of what he was going to do next. "Actually, how does that work, actually that suit, it has a lot of scientific questions that should not really be answered, like for one, how exactly do you…."

"SHUT IT!" Rhino yelled as he smashed into the side of the scaffold, with Spider-Man holding on for dear life. He was about to be brought down the hard way and he was pretty sure that this was going to suck no matter how many ways you cut it.

"Okay, shutting it, so shutting it, shutting up, now, okay maybe later, but I'm shutting up," Spider-Man muttered underneath his breath as he looked forward.

"See that you keep it shut, web head," Rhino growled as he plowed the side of the scaffold but Spider-Man pushed himself down and caused the scaffold to collapse on them.

"Kind of walked into that one, didn't you horn for brains?" Spider-Man asked as Rhino was down underneath the scaffold. "The most painful thing about this is that you'll be back, likely to gore me again and again….oh well, let's see what's behind door number three….I think it's door number three anyway."

The web slinger grabbed the edge of the door and was about to click it open but he stopped for a second. There was no spider sense, no good thing.

"So, you came here, you've made a big mistake."

Spider-Man turned around and went eye to eye with the Rose.

"Yeah, well you don't seem to be the fighting type," Spider-Man suggested but he was keeping an open mind.

"Well you don't seem to be the type that should keep fighting me after all of this time," Rose said as he stared down Spider-Man. "You've been a thorn in my side for long enough."

Spider-Man started to laugh at this statement and it caused the Rose to be confused and agitated at the same time. A response he was pretty sure that many people got when they were dealing with Spider-Man.

"What is so funny?" the Rose demanded and Spider-Man was preparing to tell him as only he could.

"Thorn….rose….thorn….rose….ah no sense of humor at all," Spider-Man said as he was standing on the business end of the Rose's gun. It was ready to fire but strangely enough, Spider-Man's spider sense was not ringing alarm bells in his head.

That was something that defied pretty much all explanation and the web slinger wondered what exactly was going on.

"I don't understand, the stupid weapon….it should work!" The Rose yelled but he pulled a regular gun out of his suit. "Well, if that doesn't work, you're going to have to go to the basics."

That did in fact register as a definite threat on the Spider Sense scale of death and the web slinger had to play dodge the bullets as he was going around in circles. His heart sped up but this was what he would do.

"Come on, after all of these schemes, you're just going to shoot me!" Spider-Man said as he blew up a vase.

"Yes," The Rose said as the game of cat and mouse between the two continued.

* * *

Jean Grey sat, the lights were on but no one was home. Emma sat behind her, stroking her fingers through Jean's red hair with a smile on her face and she leaned forward.

"Jean, Jean, you need to unlock it, Jean, it's there, the power is yours, all you need to do is grab onto it, break the locks and unleash your potential," Emma whispered in Jean's ear and Jean closed her eyes.

"This won't work," Mastermind said as she looked at Emma.

"Well she was fighting you every step of a way, but who would want your grimy little fingers in their mind?" Emma asked and Shaw stepped in.

"Wasting valuable time," Shaw said and Emma turned towards him.

"Shaw, sweetheart, let me do my thing," Emma said as she was seconds away from controlling the Phoenix Force and bringing it into a far more worthy vessel.

"Yes, we are letting you do your thing Emma," Shaw said but he kept his eyes on Emma. It was almost as he was expecting some type of double cross. Something that was the ultimate irony given the fact that he was planning onto do the same thing.

Jean's eyes flashed open but her mind was still at a restful state. There was no pain, only feelings of pleasure, unlike that crummy attack that Mastermind decided as he tried to brutally take control of the Phoenix Force with a sophistication of a baboon.

"Just relax Jean, you're almost there, you're almost finished," Emma whispered sweetly in Jean's ear as she started to stroke Jean's ear. "Let it cause your body to heat up and just let it go."

Jean's mouth opened as she was reaching forward to something.

"I can't figure out if you're going to take the Phoenix Force or romance her," Shaw said and Emma turned over her shoulder.

"This needs a more delicate and gentle touch, something that you would know nothing about, Sebastian," Emma commented cattily

Jean's hips bucked up as she spasmed and she was reaching through the air. A moan escaped her mouth but Emma placed her hands on her shoulders gently.

"Jean, you're almost there, just let it all out, it will be yours," Emma whispered in her ear as she almost straddled the woman's lap, more of an attempt to hold her down than anything else. She could feel Jean's body heat up, which meant the primal force of the Phoenix was about ready to claw out of her body.

"Almost there," Jean whispered as she could feel warmth go through her body, sensations that she did not imagine in her wildest, most passionate dreams.

"Yes, Jean, you're almost there, almost at the climax," Emma said as she pressed herself down on them and felt the transfer of the Phoenix Force about ready to break free.

There would be a one second window where she could screw up and all would be lost. Emma allowed herself to be lapsed in an amount of total concentrated.

"You wanted it, didn't you?" Jean asked as her voice became rather seductive and sensual as she looked at Emma, her glowing eyes flashing open.

"Um….yes," Emma said as she did not know what to make about that sudden turn around and she was confused.

Jean's body was heating up to the point where Emma had to back off.

"You think that you're in control of me, aren't you?" Jean asked as the Phoenix within her flared up. "I DISAGREE!"

* * *

The moment of truth was almost at hand with the web slinger dodging each individual attack as the bullets once again ricocheted off of the wall. He was almost face to face with the Rose and it was time to pluck him.

"Okay, I've got this," Spider-Man muttered to himself, before he got serious, which for Spider-Man was to get less serious in an attempt to psyche out the bad guys as they tried to take him down. "Hey, you know, a shot like that, it's not really that much of a surprise that you haven't been able to take control of the New York Criminal underworld before that…."

"You're a dead man!" The Rose yelled as all sense of his plan had gone out the window. He had fallen into the same trap that people have had before him.

Spider-Man had gotten to him and when Spider-Man got to you, that meant that Spider-Man was about to get you.

The web slinger hopped down, dodging the attacks of his adversary. A couple of goons rushed in but they were just the type that were rented out for a day of trouble.

BAM!

The gun was now webbed out of the hand of the Rose and Spider-Man hurled him hard against the wall. He ricocheted off of it, the wind being knocked completely out of his body. He coughed, blood spilling from his mouth as he tried to look up but he was down for the count, and he was not about to come back.

"So that….was that," Spider-Man managed as he twisted the arm of his enemy behind his back and forced him to the ground.

"Let me up!" he demanded and Spider-Man reached around to grab the mask.

"Well look at this, I wonder what we have here?" Spider-Man asked as he tugged on the mask to unwrap the Rose.

There he was as clear as day ,Spider-Man recognized the face, in fact he had a couple of run ins with the man himself.

It was Fisk, Richard Fisk, the son of the disgraced and imprisoned Kingpin of Crime.

"Richard Fisk….well that's…..actually that just proves that the apple doesn't fall far from the tree, does it?"

The outraged glare of Fisk could be seen and Spider-Man could feel the chills that went through his body.

"Let me make one think perfectly clear, I'm nothing like my father," he spat and Spider-Man smirked at him.

"Well, I think some people might disagree," Spider-Man replied as he looked down at the battered form of Richard Fisk, who was unable to comprehend what happened, and how he got beat. "I mean, you both got your rears handed to you by everyone's favorite friendly neighborhood Spider-Man."

Fisk was rather agitated and tried to get up to his feet but Spider-Man twisted his arm behind his back and made sure his hands were webbed tight.

"The Hellfire Club sold me out!" Fisk grumbled.

"Yeah they seem to be the type to do that," Spider-Man agreed, he was not about to dispute that fact.

Another fact that he was not about ready to dispute was his spider sense, as in the fact that his spider sense was going haywire.

It continued to go haywire, it was almost to the point where it split the inside of his head. The web slinger staggered and dropped to his knees like he was nothing. The breath left his body as he blinked.

Even Fisk was confused, he thought that Spider-Man was about to bring him in but he was on his back like a kitten.

Spider-Man had always thought of his spider sense as some subtle premonition of things to come but the web slinger pulled himself over, nearly collapsing on the ground from what happened.

He saw the end, and it would not let up.

**To Be Continued.**


	30. War of the Roses Part Three

**Chapter Thirty: "War of the Roses Part Three."**

Spider-Man could feel power beyond everything that he could measure and to say that this was not good would be understating the matter just a little bit. His spider sense would not shut up, in fact, it kept blaring in his head, going on and on until the point where he nearly collapsed into a state of catatonic unconsciousness.

"What the hell…." Fisk asked as he looked at Spider-Man. He had a pretty good shot at nailing the web head right now but unfortunately, he was webbed to the wall and unable to move. Frustration was a huge part of him.

' _Oooh my head,'_ Spider-Man thought as he pulled himself up, he was getting a really bad case of vertigo and he was pretty sure that the mutant of the same name was not in the neighborhood.

He had no idea what happened, all he was sure of was that he did not like what happened, at all. The web slinger's stomach turned into another knot as he staggered, nearly collapsing onto the ground.

' _Oooh my head,'_ Spider-Man thought to himself as he tried to get himself back up to a point where he could focus.

The Rose's goons made their way in but Spider-Man was not going to let them down easily.

"Don't….don't….don't….." Spider-Man muttered as he knocked a cart into them and nearly collapsed to the ground. The web slinger was nearly slumped against the wall as he moved over and elbowed one of the thug in the side of the face.

The web slinger jumped into the air and leaped onto the back of his enemy, plowing him into the wall.

' _Okay, I've got to get my head back on straight,'_ Spider-Man thought as he staggered and nearly collapsed onto the ground. The web slinger could feel that there was a lot about his mind and the fact that he was this close to losing it.

"COME, BEHOLD THE POWER OF THE PHOENIX."

Spider-Man winced, the girl with great cosmic powers lost her mind. That was not going to be good at all.

Wrenching the window open, Spider-Man staggered off into the night, nearly falling flat on his face as he tried to web sling off. He was swinging tirelessly from one side to the next as he kept going forward.

' _Not good, really not good,'_ Spider-Man thought as he could feel something pounding the back of his head, threatening to break his skull in half.

The web slinger staggered into the city and tried to focus on the sounds of the Phoenix who was swimming with power. It was not an easy trip but he managed to find his adversary. His stomach was about ready to leap.

The Rose was down on the ground against the wall but one of his goons staggered up to his feet. A blowtorch was in his hand.

"Just hang still, boss, we'll have you out of that goop in a jiffy," the goon said as he burned the webbing free which allowed his boss to slowly slide out of his positioning.

"Hurry….if Spider-Man gets back….."

The Rose was freed as he staggered. His mask was pulled off and everyone knew that Richard Fisk was the Rose. He had been given a reprieve of some sort as Spider-Man swung off into the night and he had no idea where the web head went.

"We better go, the limo is out back, it's already gassed up, ready to go," one of the goons said and the Rose nodded, agreeable to this situation. The trio of gentlemen rushed towards the back door towards the limo where it was in fact ready to go.

The web slinger was halfway across the street, collapsed against the roof top. Spider-Man scratched and clawed his way.

"YOU CANNOT STOP ME, HELLFIRE WILL BURN OUT! YOU THOUGHT YOU COULD CONTROL THE PHOENIX BUT IT HAS COME BACK TO BITE YOU!"

' _And no indoor voice whatsoever,'_ Spider-Man thought in a hazed voice as he wondered if he was sticking his own head in a noose.

Never the less, he was getting closer but for some reason, he felt so much further. He had no idea what to do, his head felt like he was about ready to explode into some form of fire.

He could see the X-Men on the ground beneath him, at least he assumed so in his hazed state. The pain in his brain was getting more prominent as his Spider Sense now whistled and hummed. He kept dragging his broken body, battered body, getting closer and closer as he tried to get there.

He nearly collapsed and then pulled himself up.

' _Okay, Pete, you can do this, easy does it now,'_ Peter thought as he swung himself over the building, but his arms nearly gave out because his brain was going wild. Mixed messages were being sent and he could not figure out what he was going to do no.

Maybe he couldn't do this but we'll see, we'll see.

* * *

"X-MEN SPREAD OUT!"

"Yeah, I heard you the first time, Scott," Iceman grumbled as he wondered if they were walking into the lion's den.

There was no question about it, they were going to deal with something far more powerful than they ever had to deal with before.

"It's Jean, remember," Kitty said nervously but Rogue turned to the girl.

"I know but at the same time, it might not be Jean any more, if you can get me close enough to her…..I might be able to shut her down," Rogue said and that went without saying that was a pretty big if.

The X-Men mobilized, ready for battle. Iceman tried to freeze Jean in place but she blocked his attack.

Lorna magnetized several near by metal gates but Jean changed the make up which caused them to be useless and her to unable to control them. Scott blasted an optic blast but Jean dodged it.

"You don't have the ability to harm me," Jean taunted them and the looks of despair on the faces of all of the X-Men told the story. "Let's face it, if you had that ability, you would have been able to do so a long time ago."

"Jean don't…"

"Jean is not here longer….."

Storm brought down the thunder and lightning, to try and blast the redhead. Jean put up a shield to block it and she frowned as she scrunched up her face.

"Quaint, pathetic, you don't have the ability to beat me," Jean whispered as harshness dripped from her voice.

"We'll see," Ororo said as she once again tried to obscure her vision with a cover of fog. Angry Jean swept it out of the way.

BAM!

Spider-Man swung from out of nowhere and kicked Jean in the back of the head. Much to his surprise, she fell down onto the ground.

"Jean, you got to fight it, just like you told me to fight it!" Spider-Man yelled and Jean shook her head.

"I can't fight it, I am it!" Jean yelled as her raged passed over to a boiling point. No matter how hard they seemed to fight, the Phoenix within was causing a great amount of rage and it was being stirred up. The emotions were far greater than any of them had realized, as it was almost like reality was going to break and shift around them. The energy polluted the air as the entire group screamed in pain.

"Kid, if you're going to work your mojo, you better work it fast," Logan told Rogue and Rogue nodded her head, she was fixed and determined to make this work. Her glove slowly slid off, the bare flesh of her hand exposed and it was go time for her.

"Right, I'm on it," Rogue said, determined to see what Jean would have to offer. It was a very good possibility that she might not be able to handle the Phoenix Force in its current state but she had very few options.

Rogue jumped high into the air but Jean spun around, capturing Rogue immediately in a bubble. The woman was caught as Jean smiled.

"Another valiant attempt, but it's one that has failed," Jean said, once again her eyes were glowing a sickening golden color and the power of the Phoenix, it threatened to overwhelm her and everyone else. The redhead looked this close to losing herself and everything that it meant to be her.

Spider-Man's spider sense eased up a little bit and he shook his head.

' _This is nuts, this is Jean, at least I think it's Jean, although I don't know,'_ Spider-Man thought as he pulled himself up. He was doing something simple as trying to take down a mob boss, cosmic powers were a bit out of his depth.

Spider-Man sprung halfway into the air and the energy shield was put up. He dodged it, went around it and webbed Jean's hands together and flung her to the ground.

"ROGUE, HURRY!" Spider-Man yelled as Jean pulled free of the webbing.

The Phoenix threw a tantrum and the X-Men were once again flung to the side like they were nothing. The entire group smacked down upon the ground, bones breaking as they rolled over. The pain was something unlike anything that they have ever felt before.

"Okay, that didn't work," Logan grumbled as he waited for his healing factor to kick back in. He coughed and tried to scramble back up to his feet.

"Stronger than ever," Beast whispered as he looked around and the Phoenix felt like she was consuming the very energy of all that stood around her.

"Jean, you know evil laughter is not becoming of you," Kitty said, trying to lighten the mood but said attempts did not work as well as she thought.

"I have told you once, I have told you several times, I am not Jean Grey, I have gotten more powerful than that child, I am the personification of everything, I am the personification of power. I will crush all of you underneath my heel. I AM PHOENIX AND YOU WILL BOW BENEATH ME!"

"Yeah, you've lost it, Jean," Spider-Man said and the anger of the Phoenix continued to bubble over. "You know, you could have destroyed us at any time…"

"Oh what are you doing?" Scott grumbled, now was not the time for Spider-Man to be running off at the mouth. It was likely to get all of them killed.

"You could have destroyed us at any time but you stand there above us, talking about your power but you know, show not tell," Spider-Man said and a few of the X-Men were motioning for him to shut up.

Kitty shook her head, so did Laura and Logan, they had a good idea what he was doing, they just hoped that it would not blow up in all of their faces in some horrible manner. There was only one way to find out.

"You are pathetic, truly not worth my notice, therefore there is no reason for me to continue," the Phoenix said.

"And Jean is fighting you on some level, even though you say that she is gone," Spider-Man said to her. "Let's face it, you could crush us like insects."

The Phoenix's eyes shifted from green to glowing gold and she gave an angry scream.

"I had been inside that cage for too long, I will not let these emotions get the better of me this time, you aren't worthy of my notice!" The Phoenix yelled as she flared into a flash of flame and disappeared.

"You do realize that once she finds a way to block her human emotions, she's much too powerful for even an army to take down."

The X-Men and Spider-Man turned around to see the White Queen herself, although her costume was slightly burned. She seemed to be the only one able to save herself from the Phoenix's rampage.

"What do you want?" Logan asked, he was not in the mood for Emma's games.

"Xavier hasn't house trained this one, I see," Emma said as she looked over them all. "I wish to help, I have a plan to cage the Phoenix."

"Because your plan worked so well the first time," Kitty said bitingly and Emma just sighed.

"Fine, don't accept my help then, the entire universe will be barbequed, and it will be all your faults," Emma said to them and there was a moment of indecision.

"Wait…."

* * *

The Rose was not about to let a chance for revenge slip away, especially considering Spider-Man was weak and he didn't really look so well. The mobster was about ready to strike and strike was what he did.

"You know the plan, it's so simple that even you mooks can't fuck it up," the Rose told them and they all nodded. "You shoot Spider-Man, and anyone with him, no words."

"That looks like one of those super hero types with Spider-Man," one of his men pointed out and the Rose looked like a kid on Christmas morning, about ready to receive the motherload.

"Well, there's really nothing else to do but….SHOOT HER!"

The Rose's men were shooting on someone, they were shooting on the Phoenix. Their bullets disappeared in the midst of the air.

"Annoying insects!" The Phoenix yelled as the car torched, along with the men. Richard Fisk screamed as he tried to run for his life but there was no outrunning the Phoenix Force. "I assumed that you would want a…"

Emma locked onto her mind and the Phoenix was down. The Rose tried to take advantage of the situation but Spider-Man kicked him in the face and webbed him into a pole.

"You can take a time out, young man!" Spider-Man yelled to Fisk as Jean thrashed around madly, the Phoenix Force threatening to break out.

"I can't hold it for much longer," Emma grumbled as the mind of the Phoenix threatened to overwhelm even the power of the White Queen. She was not expecting this, the Phoenix attempting to break free.

"Logan, you know what to do," Scott told Logan and Logan was about to open his mouth to protest. "I know, I hate it."

"If you don't want to….I'll….." Laura said and Logan shook his head.

"Kid, I don't want this on your conscious, I'll do it," Logan said as he closed his eyes and popped out his claws.

Spider-Man watched and Emma turned towards him.

"I know what you're going to say, and there is no other way, if the Vessel is destroyed, the Phoenix Force will have nothing to go into and will just return to the cosmos, where it will remain dormant," Emma said and Spider-Man opened his mouth up halfway to protest. "Do not bother….Wolverine, now would be a good time."

"There has to be another way," Spider-Man managed as he averted his head.

"Well if we could just sit here and have a tea party and hash out our differences…..we would be….we would be a good place, but we can't…..we can't," Emma said as her brain was pushed back and she was knocked out, blood gushing from her nose.

Logan slammed his claws towards Jean's body but she blocked it at the last second.

"You dare….you dare…..YOU DARE HURT ME!" Jean yelled as she knocked Logan back onto his back.

' _I've got one more trick up my sleeve, I sure hope this works,'_ Spider-Man thought as he scaled up the wall.

"Hey Phoenix, you can't catch one spider!" Spider-Man yelled after but she ignored them. "If you were all powerful, surely you can crush something that was so measly, so week, I mean….is that really the kind of power that you have?"

"I'm…"

Emma picked herself off the ground, her head rang and blood dripped from the bottom of her nose. The blonde nearly collapsed but she pulled herself to her feet. While she was distracted by the wall crawler's infantile prattling, it was time for the White Queen to work her magic and this time, she hoped that she could gain a better foothold in the mind of the Phoenix.

' _Once more, from the top,'_ Emma thought as she locked onto the mind of Jean Grey and she was locked onto her mind. The redhead's head was a maelstrom of chaos but suddenly, the Phoenix's eyes glowed.

The Entire World was nothing but white and Spider-Man hovered above, seeing them all on the ground and the next minute they weren't.

"NO!" Spider-Man yelled as he realized that he was standing in the middle of the city, without any X-Men, the White Queen, or the Phoenix, all of them having disappeared in a flash of cosmic energy.

It defied all scientific logic but they were gone without any trace.

Did they succeed, at a great cost or did the Phoenix destroy them before ascending?

Spider-Man had no idea and that thought terrified him.

* * *

Today was one of those, good news/bad news style situations. The good news was that Spider-Man captured the Rose, Richard Fisk, and there was a pretty good chance that he was about to be reunited with his father in Ryker's Island. In some twisted way, it was a warm and fuzzy moment that caused Spider-Man to smile.

The bad news was what happened to the X-Men. Catastrophe was a good way to describe it for they just vanished.

Spider-Man was back at the scene of the crime, albeit a crime that no one was reporting and the police did not seem to care about. The mutants were always a group of people who were treated with indifference at best and hatred at worst. It did depend on the day what they were treated on.

And now they were gone, all seemed lost.

Spider-Man refused to give up hope however, they disappeared into the light and Spider-Man wondered if they would ever pop back up anywhere.

He had no way to track them, with the Phoenix, the X-Men could be transported to any place or dare he say it, any time.

' _Well this sucks,'_ Spider-Man thought as he was one of the less than handful people who would even care about the disappearance of Earth's Mightiest Mutants. The Uncanny X-Men vanished and all was lost.

Spider-Man kept returning to the scene of crime, he hoped that it would get him a sense of clarity but it was nothing but unanswered questions.

As grim as it might sound, he would have been a lot better off if he had seen a drop of blood or an ashen shoe print down upon the ground. As it was now, there was nothing that kept him from losing his mind.

' _Time to head on home,'_ Spider-Man thought, realizing that there was no use of walking around a crime scene for a case that very few, actually no people really cared about at all.

Spider-Man thought that his life was about to get stranger, but he really had no idea at all what was going to come.

There was a girl who stood on the rooftop and looked down. She did not trip Spider-Man's spider sense and she was much too late to stop what happened. Time travel was something that was imprecise, and she had arrived at the worst possible time.

Spider-Man was something that she respected and admired, perhaps even loved, although he did not remember her thanks to her efforts when they previously met in the very distant future. A bad future that still existed and they were trying to find the flashpoint to it. They thought it was Osborn's rampage of the planet with the Sentinels but that was not it.

She hovered down to the crime scene when all had left the building, including Spider-Man. The more questions that were left unanswered, the more questions she had. The redhead looked forward as she placed her hand on the side of the wall, the wall that she once stood.

"What have I done?" she whispered, she wondered if her little travel through time had caused things to get jumbled and sealed the fates of the X-Men. She could not find them, but they had to be somewhere. All she knew that they were not dead although their sufferings should not in fact be minimized.

The situation was hopeless, which was the true irony of the situation give who she was.

They told her that she could be risking a lot but she needed to fix time. This timeline was threatening to spill over and the darkness that twisted the future was going to infect the past and present given time.

Then things would become unhinged but she needed to try.

Hope could not return to her time even if she wanted to but she really did not want to and that was the true problem of the situation.

Perhaps all was lost, but perhaps not. Never the less, given who her parents were, there was a certain amount of determination that spread through her body.

* * *

Peter Parker returned home after his search of the city. He must have gone back to the crime scene about three or four times.

"You look like a zombie," Gwen commented as Peter staggered inside and she helped him inside. The man could only nod his head up and down as he kept staggering. He sat himself down upon the couch.

"Feel like one too," Peter grumbled as Gwen grabbed his hand and gave it a tight squeeze.

"It's all going to be fine," Gwen said to him but she had no idea what she was comforting him for or why. "Um….what happened?"

"The Rose is captured," Spider-Man said and Gwen nodded. "Richard Fisk….son of the Kingpin, guess that the apple doesn't fall really far from the tree, does it?"

"No, guess not," Gwen said as she got Peter something to drink and eat, because quite frankly he looked about dead on his feet. In fact, he looked like he had been dragged to the depths of hell and beyond.

"I'm pretty sure that you figured out that there's more," Peter said and Gwen nodded, she was perceptive

"Yeah, I figured out that much," she replied and it was this moment where she felt that moment of dread that threatened to crush the minds and hearts of everyone that felt it. She locked her eyes onto Peter and knew that he was only going to say it when he was ready. She decided to cut to the point. "Take your time."

"Thanks," Peter said as he took a drink but he needed to vent and Gwen was always pretty good about letting him do that. He turned towards the beautiful blonde and said his piece. "It's the X-Men, they're gone."

"Gone, what do you mean gone?" Gwen asked as she feared the worst and by Peter's tone, the worst could be very bad.

"Well, you want a story, don't you?" Peter asked and Gwen nodded, her jaw clenching as she looked on to him.

"Yes, you should really tell me," Gwen answered him as she shifted her weight immediately and Peter got into the explanation.

She just slowly allowed every word to hit her ears, she could not believe it. Peter was baffled and quite frankly, she was baffled along with him. This appeared to have no scientific explanation that was reasonable.

"So what do you think?" Peter asked and Gwen frowned.

"I don't know, Pete," Gwen said as she looked at him. "And…well there's only a slim chance that they're still out there….."

"I won't keep looking until I know for sure," Peter said and Gwen smiled.

"You wouldn't be you if you gave up."

**To Be Continued.**


	31. Matter of Respect

**Chapter 31: Matter of Respect.**

"We all have one thing in common," Shocker said as he looked at the shadowed figures standing before them. They were not the most auspicious of criminals to be honest but they would have to do in a pinch.

"And what's that?" one of the figures said.

"Obviously all of us have been taken down by Spider-Man at one point or another," one of them said and there was some angry hissing. Shocker slammed his hand down onto the table to get their attention and they all fell back into line.

"I'm going to be perfectly honest with all of you, one on one, the web slinger has made fools out of all of us," Shocker said as he looked at the motley crew of men and one woman that he had got together. "But together….there is strength in numbers."

"What are you planning to do, Shocker….some kind of Sinister Six….."

"It's been done and failed but this plan….this plan is bound to work," Shocker said to them and the goons shifted nervously. They knew better than to question things at this rate, especially with the madness that Shocker had.

"And what if the plan doesn't work?" one of them asked and Shocker turned to the person in the shadows.

"If the plan doesn't work, then we're back to jail and we're not worse off than we are before," Shocker said as he looked at his recruits. "If that plan does work, then it's a matter of respect that we're after. And we'll finally get the respect from being the people who knocked off Spider-Man. You can't buy that kind of credibility."

"Yeah, let's do this thing!" one of them said as he pumped his fist high into the air, causing blasts of light to fly into the air.

"Watch where you're pointing that thing!" one of them yelled and there was squabbling between the entire group. There was something that Shocker got more and more annoyed about as he lifted up his gauntlet and aimed it towards a stack of boxes.

There was a loud boom that shocked them back into compliance and the group turned around. They nearly wet themselves because Shocker of all people terrified them to death.

"Alright, listen up, we're going to do this, and we're going to do this right," Shocker whispered and they all nodded, looking extremely eager and also kind of terrified. Shocker was not the type of person to inspire fear normally. With this group, he was the most decorated criminal.

Which might not be a ringing endorsement for the rest of these criminals but that was beside the point.

"Okay, you know what the plan is and you'll stick with it."

They all nodded, they did not need to be lectured by some man who was wearing a quilt. It was time for the roll call of the criminals that Shocker recruited.

There was a man dressed in a racing outfit with spikes all over it. His name was the Big Wheel. His special abilities was that he once rode a Big Wheel. Spider-Man trashed him handily several times and for him this was a matter of respect and also it was a matter of revenge.

There was a second individual who was a female with rabbit ears and her face painted. She once terrorized New York on a mechanical rabbit, running through everything. Her name was the White Rabbit and like the rest of this group, she wanted her revenge on Spider-Man. She was ready to go.

The third man was the Lightmaster and he had been someone who had been trashed by Spider-Man a few times before. The web slinger made fun of his hair cut and his name. He craned his neck and he imagined revenge, revenge would be sweet. In fact, revenge would be the ultimate thrill to end all thrills. He could hardly stop imagining what he could happen.

The fourth man was someone who was a legend in the criminal underworld, although it was in an ironic sense give that his caper kept getting brought up and being mocked. Yet he would have his day in the light today, and forever. He was the one, the only the Hypno Hustler and he was going to bring the entire city of New York down to their knees in their music sympathy.

"Together, we cannot be stopped!" Shocker yelled as he looked at them. "All will quake underneath our powers for we are unstable."

"What are we going to be called?" Lightmaster asked.

"Let's call ourselves the Sinister Syndicate!" Shocker yelled in a booming voice, although it sounded more like a cat having a bad coughing fit with a hairball.

Each member of the group looked at each other, they had no complaints at this name. It was one that was as good as any.

* * *

"I told you we should have stopped and asked for directions."

"And they say women are the people who say that," the White Rabbit said in agitation as she looked over her shoulder to the Hypno Hustler who crossed his fingers.

"How can we take down Spider-Man and enact the plan, if we can't find out where we're going?" one of them asked and that was a pretty good question, one none of them felt the need to answer at this present time.

"Okay, we had a misstep!" Shocker yelled, he was not about to be mocked by the likes of the Hypno Hustler. It was bad enough that he got mocked by the web slinger constantly. Now he was getting mocked by some D-Lister, something that he would not have.

"Yeah…"

"SHUT UP!"

Shocker was this close to strangling the entire lot of them and he doubted very much that anyone would consider him guilty for such a crime. The man gritted his teeth as he turned his head around and looked forward.

"We're going to find the web had, and then we're going to put him down, for good," the Big Wheel said and the White Rabbit rolled her eyes.

"Yes….put him down, just like he knocked your little overgrown wheel off of the bridge the last time you had to fight him, lots of luck for you," the White Rabbit said as she bounced around, a grin sharply appearing on her face.

"I'll have you know….."

Shocker held up his hand and everyone remained quiet. The criminal looked outside as he could see something was happening.

"It's the web head, I can tell," Shocker whispered and there was a loud explosion. He was angry, that criminal had better shock vibrational gauntlets than he did. That was something that just wouldn't do as far as he was concerned.

"So what's the plan….or do you have a plan…."

"I DO!" he snapped and all of them fell into line. None of them wanted to argue with him but at the same time, at least one or two of them were going to confront him.

"Well, I'm all ears then," Lightmaster said, he was too high class to hang around with this crowd and he already regretted the team up.

"There he is, Spider-Man, Spider-Man, he does whatever a spider can!" White Rabbit giggled as she peered out of the back of the van.

"This is absolutely absurd, why don't we all jump him at once?" The Hypno Hustler asked and that was an idea that Shocker considered.

Now that the Hypno Hustler spat it out for his consideration, he was not sure that it was a good idea. The man had been a bigger punchline than Shocker had been and that was said.

"Well we aren't going to do anything just sitting here on our asses," Hypno Hustler said as he saw him leave. "And now he's gone."

"This….is all your fault!" White Rabbit shrieked at Shocker but he held his hand up to silence her. "What are you going do to….."

"I'm going to tell you to shut up so I can think," Shocker said, they were so close to nailing Spider-Man, if they could find a way to take down, they would be in a pretty good spot. Unfortunately, the web slinger was not that easily to pin down.

"Well, don't hurt yourself," White Rabbit said with a toothy grin and there was a lot of laughter amongst the super villains.

Shocker grumbled, he was going to be respected, he deserved to be respected. He slammed his hands down onto the table and continued to look forward.

"Spider-Man, we'll find him, he's after these thieves, they're using technology that are unlike anything I've ever seen," Shocker said and the Lightmaster popped up.

"Well, how very Star Wars of them," The White Rabbit replied with a wide grin as she bounced up and down like a three year old on a sugar high.

"Don't you mean Star Trek?" the Big Wheel chimed in and Shocker slammed his hands down and turned around.

"Whatever, it's the same thing!" Shocker snapped and the group got really silent after a second. He leaned his neck forward and peered into the alleyway. He caught another glimpse of Spider-Man. "This isn't going to work, time to get back to basics."

There was an argument for that but they were not really going to have. Regardless, Shocker's glance looked forward and he prepared to make his move.

"Remember, we're going get to them," Shocker said, he was ready, they were perched, and it was time to go. What could really go wrong?

That was a question that was the downfall of many greater men and women that this team, as they would learn.

* * *

As it turned out, there was a lot that could in fact go wrong. Shocker nearly spat as the van veered out of control in the fire fight and they flipped open.

"Just don't sit there, help me get the van over!" Shocker yelled as the Sinister Syndicate was taken out. The man pulled his way out of the van and the doors swung open.

Shocker held his head up and the White Rabbit, the Big Wheel, the Lightmaster, and the Hypno Hustler escaped.

"Congratulations, we've just reached a new level of incompetence," the White Rabbit said as she looked around at the wreckage of the vehicle. It was smoking and she wondered if she had been mistaken to throw her hat in with these fools. She sighed as she kept watching the van smoking and she bit down on her tongue.

' _Damn, where did I go wrong,'_ the White Rabbit thought as she looked around and Shocker pulled out the bag.

"We could have all knocked him off by now, but the five us, we can't even intimidate a group of girl scouts," the Lightmaster said and he got deadly looks. "It's the truth."

"Yes, I know," the Big Wheel said and Shocker turned towards the group of criminals, an ugly scowl going across his face. "If you want to….."

"I'm not going to argue with this," Shocker grumbled as he watched the man sitting there. "Just get in position right now, this time we're going to catch Spider-Man."

"The tenth time is the charm, isn't it?"

Shocker was sick and tired of being everyone's butt monkey, he was the butt monkey before he was a criminal, he was the butt monkey in the school yard, he was a butt monkey at home, at the office, and in prisons, he was the butt monkey in the shower. Oh was he ever the butt monkey in the prison showers.

Just because he wasn't well equipped does not mean that he didn't have feelings.

"Look, I came closer to beating Spider-Man than any of you did, RESPECT ME!" Shocker yelled as the street cracked underneath him, his gauntlets launching a furious attack and the goons looked fearful, pretty much falling into line.

"Wow, someone got something rammed up his ass," the White Rabbit whispered and the other goons said.

Shocker's eye twitched at the terminology that she used and he was about ready to blow his top. He held his breath and started to mentally count to ten. When that could not work, he mentally counted to twenty and he finally mentally counted to thirty.

"I think we broke him," the Big Wheel whispered in a broke.

"How about a musical interlude to sooth the savage….."

"NO!" the other members of the Sinister Syndicate shouted in unison, cutting off the Hypno Hustler before he could sing. They had enough of his singing in the van and it was only a small miracle that they got in a wreck to cut things short.

And it was a wonder that many of them weren't wishing for death to escape his unfortunate tones. It was awful, he was awful, his singing was something that should be banned, because it was a sin against nature.

"Just….just focus," Shocker said as he rubbed the side of his temple.

"We should just break this up, there is no way that we can beat Spider-Man, we're really stupid for even trying," the Lightmaster said.

"You seem to be pretty adamant about returning home," Shocker whispered as he pinned the Lightmaster up against the wall, choking him. This group of nuts were about to drive him to Ravencroft. "Do you have a roast in the oven or something?"

"No, laundry," the Lightmaster gagged. "I think I left the iron on."

"Well, you suck," the White Rabbit said and all of the criminals nodded up and down like human bobble heads.

"Yes, we all do, that's the point, we never should have….we never should have tried to go in there against, Spider-Man, we must have been insane," the Big Wheel said and Shocker backed off, letting the Lightmaster go.

"Listen to me….we might not be a Green Goblin, a Doc Ock, a Venom, but we deserve some respect, and we deserve to do what no one else has been able to do," he whispered in his most deadly whisper. "We deserve to be the ones to bring down Spider-Man. We're not going to be robbed of that fact, not now, not ever. Do you understand me?"

"Yes, we understand but…."

'IS THAT CLEAR?" Shocker demanded, he was angered beyond all words and his eyes positively burned with fury.

"Yes," they all muttered as the White Rabbit leaned back immediately as she looked around.

"I spy a spider," she whispered and there was a silent agreement between them all. They were not going to mess this up.

They had them, they really had him. If that was not clear, they did not know what was.

* * *

Shocker could feel the spoils of victory were coming for him. It was just a little bit closer and he would have them. Perhaps everything was not going to go badly this time. Perhaps he was actually going to succeed this time.

Perhaps, perhaps, perhaps, those were the words that he thought.

"In position," Shocker whispered, the venom dripping from his voice made the normally harmless super villain look like an absolute serial killer. He was this close, his ability to bring Spider-Man down.

Stick with the plan, and there was really no reason for any of them to fail. Screw up this plan and well….things were about ready to go down the rabbit hole of despair in a hurry. He gritted his teeth and craned his neck back.

Test, one, two, three, four, test, one, two, three, four, test, one, two, three, four.

It was in position but those tech thieves were about to kill steal him. Shocker clutched his fist, not on his watch those bastards weren't.

"I've got this one."

Shocker turned around and there was only one statement that told him everything that he needed to know, more so than anything else.

' _Oh fuck,'_ Shocker thought to himself as the Big Wheel was perched on his Big Wheel. It was a bigger big wheel than ever before and he had no idea where he pulled it out.

The Big Wheel started to spiral out of control, to the point where the goons ran in terror and it smashed into the side of a building. It started to hiss angrily, with sparks flying from it. Shocker's eyes widened as he looked at it, mouth agap. He would have liked to say that he did not believe this, but the fact of the matter is that he did not believe it.

"You son of a bitch!" he cursed as he saw Big Wheel getting out of there, the other members of the Sinister Syndicate lying on the ground. Shocker waved his arms around, looking rather angry, starting down the Big Wheel.

"Look I did it, didn't I….."

"You nearly killed us!" The White Rabbit protested and there was some nods in agreement. Shocker's eyes flared with anger as he looked from one group of criminals to the other. There was a lot of anger and he stepped forward.

"Don't….just get off of it, it was an accident," Lightmaster said and Shocker turned towards him.

"YOU WERE…..YOU WERE AN ACCIDENT!" Shocker yelled at the top of his lungs as he held his gauntlets and they sparked, pretty much ready to go.

"I wasn't….."

"Yes you were!" Shocker bellowed as he stared down his adversaries. He would not be having this, he would not be having any of this. The criminal was about ready to lose his mind and that was a very short trip down an extremely long hole.

"Just calm down, we can all work this out," The Hypno Hustler said but Shocker knocked him into the wall causing him to land down.

"Hey, you can't do that to us, we're supposed to be on the same team!" The White Rabbit cried in horror and Shocker lifted his gauntlets up, to the point where they were pointed at he throat.

"I'M SICK AND TIRED OF ALL OF YOU GOONS!" Shocker yelled as he blasted the White Rabbit against the wall.

"Well you can't do that," Lightmaster said as he fired a beam of light at Shocker who dodged it. "Have some of this!"

"No, you can take all of this!" Shocker yelled as he once again used his sonic energy attack to bash his opponent's enemy against the wall.

There was an epic fight between Spider-Man and some high tech thieves inside, but these D-List super villians were going at it.

"Get off my hair!" The White Rabbit yelled as she knocked the Lightmaster out and pulled an exploding carrot out of her purse. She beat the Lightmaster out.

The Hypno Hustler got to his feet and he looked at the goons. He was breathing in and out in a hyperactive manner. He mentally counted to ten to calm down and then spoke. "Now….calm yourself….calm yourself….music may in fact sooth the savage beast within….."

"SOOTH THIS!" Shocker yelled as he rammed his enemy backwards into a wall and he was the last man standing.

Now he was going to get Spider-Man but he heard the clicking of guns behind him. Shocker cursed his luck, they were on his back and he could not believe it. So close, but so far, that was the story of his life.

* * *

Captain Jean DeWolff shook her head, there were some days where she did not get paid rather well for this. Shocker was handcuffed and put in the back of a van, along with his merry men.

"I could have had him, I could have had Spider-Man!" Shocker yelled as he seemed rather crazed because he kind of was.

One of the cops smiled, in a pretty condescending matter, reached forward, and patted Shocker on the top of the head like he was a dutiful dog. "Sure you could sport, sure you could."

Shocker gritted his teeth, he could not believe how close he came but how far he was. This was insanity, this was madness. He wished that he could figure out a way to say that he done this and he could see the tech thieves get hauled off in handcuffs. Spider-Man swung off into the night, his custom a little tattered but never the less, he saved the day.

' _Next time Spider-Man, I'll get you,'_ Shocker said, as the battered members of the Sinister Syndicate were hauled away. He only hired these losers anyway because none of the real big time criminals would return his phone calls. And they didn't even get to throw one measly punch against Spider-Man.

"So, why did you come up with the name Shocker?" one of the cops asked him. "Because you know what that name really means don't you…."

"YES!" Shocker snapped, Herman Schultz had never been so humiliated in his entire life and he was humiliated many times in his life. His hands were chained together as tried to raise himself up but he sank back done once again.

"Just making sure….that's all," the cop said as he cuffed Herman on the back of the neck. "And just think, you got out….oh well, you technically didn't commit any crimes. Just caused a public disturbance, you'll be back on the street in a week."

Shocker grumbled, not about the fact that he would be back on the street in about a week but the fact that he really did not do anything at all.

He would happily take a ride on old sparky if it meant that he would be the man to take down Spider-Man. The web slinger had an entire wing of criminals in Ravencroft that were driven completely and utterly insane.

"Maybe you can think of a better costume during your time in the clink, huh?" the cop asked and Shocker gritted his teeth.

The plan was perfect, the plan was sound, the plan should have worked but it did not work. He was at a complete loss to figure out why the plan did not work.

Actually it was kind of obvious why the plan didn't work, he was surrounded by these jokers.

"Seriously, I think I left the iron at home," Lightmaster said, he was worried that he could have bruned his house down and it wasn't like he had insurance.

**To Be Continue on May 29th 2014.**


	32. The Coming of Kang Part One

**Chapter Thirty Two: The Coming of Kang Part One.**

"I have seen the future and it is dismal."

The conqueror stood at the edge of his platform, seeing the future that he spent centuries trying to built was coming apart. All because one incident in the past caused a ripple effect that damaged the future.

"My name is Kang….I have come a long way, from humble beginnings," Kang continued as he spoke in an even and calm cadence. "I'm not going to be foolish, deluded, I see what a future brings, and I see many problems with trying to maintain my glory, my victory."

Kang consulted the view screens before he continued the speech.

"If this is my final transmission, I will say that I have failed, and it is unlikely that you will have heard a single word that I have said," Kang said. "But should I succeed, this will serve as a reminder of the sacrifices that must be made to stabilize the timeline."

The world in wreckage with large mechanical creations, burning in fire was shown. There was people screaming and then they disappeared.

"I saved them, and I conquered them, the machines of their future, of my past, would not stop until they eliminated every human, keeping only a select few for slave labor," Kang whispered in his most deadly tone. "But, I saved them and other races, I saved them. Now….there was one incident…..that future….it was not set in stone. There was another who tampered with the timeline."

An image of someone flying off of the edge of the bridge was seen and Kang's face contorted into an angry scowl.

"This is what I see, I see the past, the present, and the future," Kang whispered harshly as he looked at it all. "And I see something where it will end."

The end will be here, the game will be over, there would be no more pretending.

"There is one constant throughout time and that there is heroes. Heroes like the Avengers for example, the Fantastic Four, and indeed, Spider-Man. I know what he is capable of. Others have dismissed him as an afterthought, a child but….."

Kang stopped immediately and could see the time line become unraveled. He did not conquer the machines because of the glitch in the timeline.

"There is still time to correct the mistakes, 2016, a long time past, I will be arriving," Kang whispered harshly as he pulled the lever and his ship faded out.

The timeline erased on his way out which indicated that Kang could not return even if he wanted to and he did not want to at all.

* * *

Spider-Man just dealt with that gang of high tech thieves but there was something that got inside his head and rattled him a fair bit. The X-Men….where were they? They had to be somewhere but yet…..they weren't anywhere.

That was something that got so far into his head that it nearly threatened to break out of his skull. Jean caused them all to vanish.

"It's possible," Wanda said, the former Brotherhood member and Avenger known as the Scarlet Witch joined Peter as requested. She had really gotten into the hero business and developed a close friendship with Spider-Man in particular. "I mean….I know I should be no stranger to the entire warping of all reality mess."

"I know," Peter agreed as he wondered where Wanda was going to go with this. The dark haired woman crossed her arms and looked at Peter, trying to keep a smirk off of her face. "But….Jean's powers….."

"Jean always struggled to keep a certain level of balance and the Hellfire Club….they messed with her mind," Wanda said as she placed her hand on Peter's shoulder and steadied him a bit. "None of this is your fault….but you're the one who has gone on trips of self guilt."

Peter looked absolutely incredulous at the very idea of that and while she could not see his face due to the mask, the fact was his body language more than made up for things.

"I….I….."

"You told me the story, about how you let the thief that killed your uncle get away," Wanda whispered as she started to massage the back of Spider-Man's neck but stopped, she thought that she might be getting a bit too forward. She pulled back, a bit of color in her cheeks but she breathed in hard. "I know it's hard….."

"You have no idea," Peter said to her and Wanda smirked at him.

"Then there was the entire mess involving Captain Stacy, where things started to snowball out of control from there….."

"You don't need to bring that one up," Spider-Man said as he saw that this was truly a perfect day. Which made him dread something was going to happen. The day was almost too perfect to go off without a hitch.

His spider sense went off and even Wanda felt a sense of foreboding. The reality warping mutant lifted her arm and turned her head around, her heart drumming quicker but there was nothing in the offing. Not that there could not be anytime soon, it was possible, even proable that there was.

' _I don't like the looks of this,'_ Spider-Man thought and that was just as well. The web slinger took half of a step forward.

Once again his spider sense complained about something and it rarely complained this loud without good reason.

He turned around and swung a punch at the person behind him but he stopped.

"Jean?" Peter asked but then he stopped when he saw the girl shake her head. "Okay….not Jean….not Jean Grey….but you certainly look enough like Jean….you're not a clone are you?"

"No," the mysterious redhead said, she had been waiting for her right move to meet him. Given that Peter about punched her in the face, that was as right of a time as any. "You don't remember me."

"No, I obviously don't….are you sure you're not Jean with your memories erased," Peter said. In his line of work, he had seen far weirder things.

"Someone's memories got wiped but….it wasn't mine," she said and she bit down on her lip. Hope thought about this, when she sent Peter back with the information to deactivate Master Mold…..she was pretty sure that she would never see him again. In fact the future that she was in…it was erased.

"You better start at the beginning but we're lost," Wanda said, she wondered if she should call in the rest of the Avengers.

"Well….five years ago, I brought Peter Parker into the future….."

"So you know who I am….."

"I think half of New York could figure out who you are, it's just, some people are too dense to put it together," Wanda said and Peter glared at her. "Continue, please."

Hope continued, she thought that this story would get a lot easier this time but it was getting a lot harder.

"Well….anyway….let's see what we've got," Hope said as she recollected her thoughts. "I brought Peter into the future but…..it didn't work out the way that I planned….that any of us planned as it turned out."

"So what are you trying to say?" Peter asked, he thought that he would have remembered being pulled through time and space. It wasn't an event that was low on the list of things that would be memorable after all.

"I brought you here, to the edge of time, to the future, to the end time, and gave you information that would stop Master Mold….."

Peter racked his mind, he did stop Master Mold but….he didn't recall exactly how that he accomplished such a feat. That was entirely vexing.

"And then…..I knew that I had to wipe your memory to keep your timeline intact, even if it was at a risk for mine," Hope said as she closed her eyes. "I sat there for days, weeks, waiting for everything to return back to life…..but there was nothing."

"Nothing?" Peter asked and Hope nodded, biting down on her lip.

"Nothing," Hope agreed as she could feel her heart drum even harder against her chest. "I thought that it would return back to life but I was wrong."

She realized how pathetic she might look hanging her head like she did. She was at the point where she honestly did not care.

"Hope?" Peter asked as he remembered.

"I didn't tell you my name," Hope replied but then she realized something and Wanda realized it the same moment.

"The mind wipe was not complete," Wanda said and that was something that floored both of them. "Granted, the memories are still there because technically you can't erase memories….."

"Merely block them, so the conscious part of the mind cannot remember them," Spider-Man said and Hope raised an eyebrow. She was not too much into the science but that did in fact make a lot of sense to her.

"Yes, I see," Hope whispered, but then again, she was sometimes not sure what her memories were and what was real and not. Her parents had been mysterious and they had to disappear, leaving her in the future, that dismal place. She only came here for one last ditch effort, damn the consequences, to save an entire bad future.

She was driven a bit nuts and was perilous moments away from having a minor breakdown and things were not getting any easier for her.

Spider sense once again went off and Peter could see something. Something that was trouble, with a capital T.

Several ships popped into focus in the sky. Peter's mouth hung open, unless he was mistaken and he hoped that he was, he was in the midst of an alien invasion.

That kind of put the damper on the perfect day thing.

* * *

The ships looked something out of the future and Peter was trying very hard not to geek out. Random geeking out was something that he could not avoid at this present moment.

' _Wow,'_ he thought as he saw the shining blue ships that hovered over the city and everyone looked up.

He had seen things that were weirder than that but….he'd be honest, they were few and far between. The web slinger watched ,his mouth hanging open.

' _Wow,'_ Spider-Man thought as he corked his eyebrow and kept watching over everything. There was a whole lot of wow coming out of his mouth.

"I don't like the looks of this," Hope said and Wanda's gaze snapped onto her face. "Why don't….."

"Explain, you better," Wanda said, but she would have to take a close look at this. As it turned out the booming voice caused hairs to stand on the back of her neck as she tried to take a closer look at the vessel above her.

"People of the 21st century, listen to me and listen good. My name is Kang and I've come to this time to warn you of a threat that is coming."

' _Of course,'_ Spider-Man thought as he waited for this man to speak and hopefully burn himself out. The web slinger could see the scarabs that circled around New York.

"Avengers….this is Scarlet Witch….damn it why aren't I getting any signal?" she asked.

"I have disabled your primitive communication devices temporarily because my voice is the only one that you should be allowed to hear," Kang said and Spider-Man crossed his arms.

' _Well he does have a high opinion of himself,'_ Spider-Man thought shifting his arms together and looking high with a scowl.

"I have come here from a more technologically savvy time, a time which has wonders that you people of the 21st century can only dream about but a time that was forged through great sacrifice. But there is someone who meddled within the timeline. Someone who stopped a death from happening that stabilized the time stream and now…"

' _Well…..looks like I might be on that list,'_ Spider-Man thought.

"And now….I must take control of this lawless land. Do not worry, Everything will be as it should. The word will bow before the might of me. All will hail Kang!"

"No Avengers, we're on our own, until one of them discovers this," Wanda said and she sighed. "And knowing Stark, he'll be here before too long."

"I gotcha," Spider-Man said as he could hear the loud squealing sound above his head. It nearly split his ears and there were several orb devices.

He could have come from the far future but there was no way Spider-Man would let him take control of the city. He propelled himself up and started to punch the orbs out of the way, smashing them down onto the ground with a thunderous explosion.

The orbs cracked against the ground and Wanda used her hex bolt powers to cause them to combust.

Hope smashed them with a telekinetic attack and Spider-Man could not help but notice the similarities between her and Jean Grey. Albeit it was a far more angrier version of Jean Grey, if that was even possible. He did not know if it was but he would soon find out.

"Keep it up!" Hope yelled and she could see the Conquerer was above to arrive. He appeared in a flash of light.

He stood, ominious and brooding. He towered over the group, dressed in body armor of high technology, with purple skin. His eyes narrowed as his mouth contorted into a sinister smile.

"So this is the heroes the 21st century brings before me?" Kang asked.

"Yeah, I know you're disappointed, but watch this," Spider-Man said as he web yanked the floating platform and sprung up.

Kang froze Spider-Man in mid air.

"Nothing, he's nothing," Kang said as he propelled the web slinger down. He dodged the attack from the Hulk who had joined the part. The Hulk smashed nothing but a force field which propelled him back. "You Avengers have no idea what you are in for when you go against me."

"Someone who talks way too much?" Hawkeye asked as he aimed the arrow but the energy fields retracted and vaporized the arrows.

"The guy might talk even more than I do but he can back it up," Spider-Man said as the energy cannons fired at Iron Man who dodged it.

"Well so can we," Iron Man said as he leaned his head back. "JARVIS, get me a scan of the technology that this so called conquerer is using."

"It's inconclusive, sir," JARVIS said after a scan and that floored Tony Stark for a loop.

"It has to be from somewhere….."

"Future technology would have no place in any database in the present," JARVIS reminded him as his heavy assault with missiles bounced off.

"I say, this is nothing but highly advanced withcraft," Thor said as he prepared to bring down the thunder but it struck against the forcefield and bounced him back.

Spider-Man was not going to lie, when something brought the God of Thunder to his back, there could be a problem.

"And now, the beginning of the end."

Wanda closed her eyes and blasted at Kang's ship. It engulfed in an energy bubble and vanished with a disappearing pop.

* * *

"He's gone, he just disappeared," Spider-Man said, no matter how much he tried, he could not wrap his hand around it.

"I think it's quite simple, Wanda's powers….well they sent it off on a mystical journey and it's not returning any time soon," Tony said, at least that was the best that he could figure out with his limited information.

"Maybe she has answers," Clint said as he looked towards Hope.

"I….I….I can't remember," Hope said and the frustrating thing was that she should be able to remember.

"Okay….I figured this might happen," Tony said as he stared down the redhead, trying to remain calm, even though he was about to lose things himself. "Just take a deep breath and try and remember. I know it's hard but….."

"It is hard, because I know that I knew a few minutes ago and now I don't," Hope said and this was the most frustrating thing in the world. To see her memories hovering around in the back of her head.

"This must have been some sort of sorcerery to wipe her precious memories from her," Thor said in a deep voice and Tony's eyes narrowed a bit skeptically.

"Sorcery…..I wouldn't be so sure about that," Stark muttered about that. "Some well placed technology, now that I could buy."

"Does it matter with my memories wiped?" she asked, the memories were the only think she had of back home. As depressing as that sounded.

Spider-Man could get a few flashes as well. His spider sense developed fairly weirdly over recent years.

"Is there a problem?" Captain America asked.

"No, just wondering what his game is," Spider-Man said and Quicksilver, who had been surprisingly quiet, spoke up.

"Yeah, someone like that, he just doesn't go poof…out of thin air….sure Wanda might have gotten in a good shot on him….don't let it get to your head, sis."

Wanda remained stoic and serious so Pietro switched tactics and switched his attention to Iron Man. "So….do you have any idea where he might have went off to?"

"If I did, this would be a lot easier," Tony admitted as he checked a few calculations. "The problem is that JARVIS has been unable to read any of his technology because it's from the future."

"Well obviously, he said as much," Spider-Man said as he took a quick look around. The fact that he could be anytime and thus could show up at anytime was not something that made the web slinger exactly cheerful.

Hope stood there, closing her eyes. Memories were gone and she wanted them back.

"I'd like to say that he's gone, but he's just beginning," Captain America said and Hulk grunted.

"Typical," Hulk said, he was a bit sore about getting smashed by that guy and now he was going to return the favor as soon as he got the chance.

"Stay steady big guy," Hawkeye warned him.

Spider-Man could see that the people went back about their day like nothing happened. How could they do that? Well the people of New York were extremely hardened and they didn't really scare as easily as a lot of people did.

"It's just beginning," Spider-Man whispered, he could not really believe it.

"I think we already established that," Wanda said but the Avengers had a fair amount of work to do and not a lot of time to do it.

* * *

Gwen Stacy was used to oddness. She actually was tinkering with a new piece of monitoring equipment in the basement and the piece of equipment…..well it shorted out.

"Odd," she whispered to herself but at the time, she thought nothing off it. That being said, hairs stood up on the back of her neck.

Gwen wondered if she should check in with Peter, because he was out there. It turned out that it was not just the piece of equipment, it was her communicator and her cell phone, and the television. The computer wouldn't turn on either, so that was a couple thousand bucks down the drain as well.

' _When modern convenience becomes less than convenient,'_ Gwen said to herself and she looked down on the table. The new stun blaster that she was tinkering with for use in the Iron Spider Mark 6.0 armor was working like a charm.

Gwen suddenly was knocked out of her chair by a bright blast of light. Papers flew up into the air and there was an increased humming. The blonde looked up, wondering what the hell just happened. Her heart nearly skipped a beat as she could see someone standing there.

"Gwendolyn Stacy," the booming voice said and she picked up the blaster, and began firing at him. If someone brought into her house, he was going to be considered a threat.

The blasts did not register with him, in fact he lifted his hand and melted the blaster within her hand. She stepped back and tried to go for the door but it was locked.

"My name is Kang, I am from the 41st century, and I am very interested in you for you are an anomaly," Kang said as he looked at Gwen who stared back without blinking. He decided that since had her attention, he would continue to speak. "Every single time line that I have seen, you have died, at the hands of the Green Goblin. It is but your destiny to be the one tragedy that defines a life of the hero."

"Well newsflash for you pal, I don't believe in destiny," Gwen said as she looked at him. She had no way to get out but that did not mean that she was going to curl up in a ball.

"Your death is etched in stone, someone interfered with the natural order of things," Kang said as he grabbed Gwen by the arm. "It is a mistake that has caused my future and several others to begin to unravel. And it is a mistake that I shall endeavor to correct."

**To Be Continued on June 5th 2014.**


	33. The Coming of Kang Part Two

To say Gwen was completely thrown off would be putting things rather mildly. The blonde stood, her mouth hanging halfway open as she stared down Kang.

"It is true, throughout all time and space, there has been one thing that has been a constant and that is that Gwen Stacy was destined to die."

There was something that Gwen did not believe, no matter how many times she was told. She had been told that she had to die and her life had been put in peril many times before.

"Come with me and I'll correct….."

"How about no?"

Spider-Man swung through the blasted windows and struck Kang. He actually was surprised that he got one shot in before Kang faded off into the distance, disappearing.

"WATCH OUT!"

Gwen's yell and Peter's spider sense combined together to give him a warning that caused him to duck the blast from the conqueror. The web slinger felt completely shaken but there was more back up.

"Okay, let's try this one again," Iron Man said, scrambling inside and he launched several rockets at Kang.

' _Well there goes the property insurance on this place,'_ Gwen thought but much to her surprise and her dismay, the rockets bounced off Kang. He raised his hand, lifting it and he knocked Iron Man off to the side like he was nothing.

"Avengers, I have fought you in the future, it is unfortunate to think that you have improved very little since now."

"Oooh, I think he just insulted us," Hawkeye said, loading some arrows, not that they would do any good. He hoped to distract the Conquerer enough.

"You think?"

Black Widow blasted him but a force field enveloped his body. That proved without a shadow of a doubt that they were dealing with someone who was far more dangerous than any of them realized previously.

"You fight me again and again, throughout time. And again and again, you fail."

"And again and again you keep running your mouth," Spider-Man said, trying to leap on his back but Kang plucked him out of the air. He was encased by an energy bubble and flung hard, bouncing across the wall with a thud.

Wanda lifted her hand and one hex bolt managed to disrupt his technology.

"Let's take this one outside," Wanda said, all they were going to do was destroy the house and that could not be good.

Kang was knocked outside, across to a field. Thor came down onto the top of his head, swinging his hammer hard but he blocked the attack.

"This is a battle which I've fought many times and this is a battle that you Avengers have no hope in winning," Kang taunted them as he grabbed Thor around the head and plowed him around the head.

"Well, if you've beaten us, then you should have no problems dealing with this."

Iron Man fired one huge attack at Kang but he blocked the attack. It rebounded back at Iron Man, slamming him onto his back.

"What did you hope to accomplish because of this?" Spider-Man asked, diving in, hammering Kang with punch, punch, punch, punch. Each of the punches bounced off of Kang's armor and then Wanda blasted him from behind.

Much to her surprise and her pleasure, her hex bolts managed to harm Kang. Kang knew that as well as he checked his suit.

"Get him out of the shell and he's just another blue psychopath," Black Widow said, waving her hands around but Kang knocked her flat on her back.

"Yeah, come on, you fight us straight up, you know, you might not be the all powerful conquerer that you think that you are if you don't fight us like a real man."

"Annoying insect," Kang growled, nailing Spider-Man with a rocket buster punch to the chest and the web slinger landed hard onto the ground, rolling over in pain.

Spider-Man knew that there were many times where he had to pay for his mouth and this was one of them. It was at the time of the list. The wind was knocked out of him, not to mention a fair deal of blood that dripped from his mouth.

' _Okay, that could have gone better,'_ Spider-Man thought but much to his bemusement and terror, Kang was gone.

Gwen stood, she was perfectly safe but Spider-Man now was there, and wondered what would happen next.

He turned slowly around to Hope, hoping that she would have answers. She was their best bet although with her fragmented memories, things would get ugly in a hurry.

* * *

"I'm actually kind of surprised that he thinks that I'm the one who damaged the time stream."

Peter decided to call a spade a spade. "Well….you'd be surprised with what you think that people think."

"I think that was one of the most confusing statements that I've ever seen come out of your mouth," Gwen replied and Peter sighed. She leaned forward to give him a reassuring kiss on the cheek. "Don't worry, I got it."

Peter was at ease where Gwen got it but he heard the next few words that no superhero wanted to hear in their life.

"We have a problem."

Natasha's tone matched exactly what was going through Peter's head presently. "What now?"

Tony Stark, Iron Man, decided to break the bad news. "Kang is still around us, although he went further into the time stream."

"We can't see him through," Quicksilver said, his eyes darting around in an erratic fashion, almost as if he was afraid that Kang would jump out of the shadows.

"Well, we can't see him but he's there," Captain American said, the Star Spangled Avenger readying himself for an attack.

"And with his technology, he has nothing but time on his side. He can correct his mistakes and return back in time, as often or as many times as he wants."

Gwen explained that thing but she had worry. She wondered what she did to provoke the wrath of Kang.

"Well it's the reason why you're alive, that's it…..he seems to think that you're supposed to die."

Gwen turned around, mouth hung open, as her eyes looked at the redhead who might have been here this entire time. The blonde was not sure, she didn't have a chance to take a look at this particular individual. Gwen's eyes shifted open never the less.

"Hope….this is Gwen, Gwen, this is Hope, nice to see the two of you are acquainted with each other," Peter said but Gwen thought that there was more to this entire mess that she was being told. It caused a knot to form in her stomach as she tried to reconcile her thoughts.

"Dare I ask?"

Gwen's incredulous look was something that would have amused Peter in many circumstances but now was not the time to laugh. Especially given the circumstances of the situation.

"Well you can ask, but the explanation, oh boy the explanation, it will make your head spin."

"Ah, one of those things, isn't it?" Gwen asked, biting down on her lip. She was not sure if she was liking how this went. She hoped that she had some answers.

"Remember when Peter disappeared…..when he fought the Sentinels in the future….."

"Yes, I recall that he vanished and reappeared but thanks to some kind of unintended effect of time travel, he didn't remember that much of it," Gwen confirmed in rapid fire fury. Hope nodded, and Gwen got the message loud of clear. "So that was your doing?"

She nodded rapidly to confirm Gwen's theory. "It was."

"So…."

"Wipe his mind to preserve the timeline, and no I didn't have any pleasure of doing that," Hope said, it was a last ditch effort. "It was a last ditch effort to save the future but…"

She sighed and Gwen did feel a lot of sympathy for this female. Looking in her green eyes, Gwen saw torment and horror behind everything that she could ever understand.

"So I sent him back and waited, I figured that the temporal influx could wipe me out but it would be worth it," Hope said, leaning against the wall and sighing. That didn't happen exactly the way that she assumed it would. The green eyed woman scratched the bridge of her nose.

"So you wiped my mind, sent me back, and you came here….."

"Because of Kang, because the events to fix his future…..I'm almost certain that it is going to cause my future," Hope said and now the Avengers were hanging on every word that she was saying.

"So, let me get this straight," Iron Man said as he tried to piece together those words. "Your job…it didn't end….."

"It just began," Natasha said as she waited for the other shoe to drop. That being said, there was nothing, all they had to do was play the waiting game. A game the Black Widow personally loathed with every fiber of her being.

"Yes, I'm afraid that it has," Wanda agreed as the Scarlet clad mutant placed her arms against the back of her head and closed her eyes until they screwed nearly tightened.

She could feel the chaos of temporal energy but the problem was that time travel was even too chaotic for her liking. Something twisted through her stomach like a pit of fury.

' _He's coming,'_ Spider-Man thought and once again, his Spider Sense kicked up several notches. It was not as bad when the Dark Phoenix was on her rampage but it was still not a picnic to hold his head together.

Captain America gave the battle cry that inspired many so far.

"Avengers Assemble."

* * *

Kang's ship was amazing and it cast a big shadow over New York City. Spider-Man's mouth hung open and he whistled. To say that things were impressive would be putting things mildly. The web slinger's heart kept thumping against his chest as he pulled himself up, looking over his shoulder. Spider-Man kept making his way forward and he drummed against the edge of the ship.

"We're going to find a way inside," Scarlet Witch said as she raised her hand. Her power was an element that interfered with Kang's technology.

The dark haired woman turned her head around, walking side by side with Spider-Man, as Quicksilver, Hawkeye, and Captain America joining them. The group could hear the humming above their heads.

"Oh, that's wonderful, robots," Hawkeye said as he aimed his bow and arrow and fired one at the robot, causing an explosion to resound off.

"Everyone keep it together!" Captain America yelled, peaking over his shoulder. He held his shield up and flung it high into the air. It cracked against the ship, bouncing off and it landed back into his hand.

"Oh believe me, we're keeping it together," Quicksilver said as the robots expanded in mass and fired a series of explosive scarabs. They landed on the ground and there was a loud explosion that caused them to scatter.

Spider-Man craned his neck and he could look up into the ship. There was a humming and the flashing of lights. He was pretty sure that he could get in but if he missed….well if he missed, things would not be good.

The web slinger launched himself into the ship, craning his head, doing a tuck and roll as he landed back onto his feet. Lifting his arms, the web slinger turned around and launched his web lines forward. He wrapped the web lines around the exploding scarabs and sent them crashing down onto the ground.

"Come on Kang, where are you?"

"Right where I need to be Spider-Man."

Spider-Man's spider sense flared into life and he turned around into the open palm thrust from Kang. The web slinger back flipped and landed onto his feet. He tried to latch the web lines but a laser beam caught through them.

"You're going to have to try harder than that to defeat me Spider-Man," Kang growled as he planted Spider-Man into the wall. The web slinger landed with a huge thump, his back cracking and his ribs bruising.

He had to get out of there, that was the next thought that went through his head before Kang's fists did.

"You interfered with the natural order….."

"Yeah, well I don't believe in destiny, there must be something else," Spider-Man said, snapping around and drilling Kang down onto the ground. His head bounced off of the ground hard and the web slinger slowly began to hog tie him.

The web slinger lifted his head, there was something that was coming. Kang disappeared into the night and some of his minions were replaced.

"Destroy him!"

"Really, well if you insist?" Spider-Man asked, barely hiding the grin as he propelled over his head and launched his web line around the ankle of his adversary. He snapped the man's leg down to the ground and propelled himself up and down hard. The web slinger plowed his elbow down onto the back of the head of his enemy. "And too bad, so sad, glad you're close, oh so close, so close, so close."

The two goons swung their sticks but the Scarlet Witch blasted them.

"You just couldn't wait, could you?" Wanda asked as Captain America knocked them down with one solid shield shot. It bounced off of the head of one of the Kang goons with a loud plank.

"Well, you know me, I'm always anxious," Spider-Man said as he could hear the ship shift underneath his feet.

"We've got to find Kang, this begins and ends with him!" Captain America yelled, plowing one of the goons into the wall. He bounced hard off the wall and two more were caught up in an arrow net by Hawkeye.

"Yeah, there's kind of a problem there, he can be anywhere, anytime so I don't see where….."

"Just focus, Pietro," Wanda said as she knocked her adversary's legs out from underneath his feet.

Spider-Man propelled up the catwalk, he heard something and the rumbling of Kang could be heard.

"Whoa, watch it with that thing, you'll put someone's eye out, like mine!" Spider-Man yelled as he dodged the punch of his enemy. The web slinger slid down the pole and knocked his adversary over the railing.

The web slinger hammered him hard against the wall with a series of punches and cracked him against the ground.

Kang smiled and he electrocuted Spider-Man.

"She's close and you can't protect her forever."

The web slinger was hurled over the railing and the fight continued. He landed, busted, and brutalized, breathing heavily from the impact.

* * *

Gwen looked up at the ship, impressed against her will.

"You don't have to….."

"I do have to," Gwen replied to Natasha as she loaded up the laser blaster. The blonde had a type of laser focus that was pretty scary and even the redhead could not believe how focused that she was. "Okay….."

"Let's go then," Natasha said as she broke open the doors of one of the ships but found that there was nothing.

Gwen remained silent, she knew by now that just because they didn't see something, it really didn't mean anything. The blonde set her jaw as she looked around and there was a loud hissing around them. The blonde's hand was on her right hip and her other hand was on the gun. She had some good reflexes, spider sense or not.

The blonde turned around and there was a pair of goons that ambled forward. The blonde gritted her teeth and began to fire on them.

One of the head's of the robots blew off. They were pretty high tech but they had a weak spot just like any of them.

"Stand back, this will sting otherwise."

Natasha slammed a glass ball onto the ground and it released a splash of some kind of purple fluid. It hissed and ate through the robots, causing them to land onto the ground. It short circuited some of the electronics around them, at least the legacy systems that were in there. The other systems, the future systems, not so much.

"This must be the engine room."

Gwen looked at the high tech equipment, she tried not to geek out. Even though she held her hand onto the edge of the pedestal and a view screen popped up.

"Careful," Natasha said and something blasted her in the back. It was ironic but Gwen watched, horrified as she watched the redhead spy land onto the ground.

Gwen's mouth hung open and she started to fire into the shadows. She unloaded the entire gun into the enemy but she could see that it was not having any effect.

"The Avengers, I thought that they would be a more dangerous enemy than this," Kang said as he stepped forward but a flare of telekinetic energy popped up. "What's this….."

"Leave her," Hope said as she stared down Kang but Kang knocked her into the wall like she was nothing.

He shouldn't have done that, he shouldn't have done that. Her head was buzzing and there was frustration burning through her body.

Hope's eyes widened and a flare of golden light shaped like a Phoenix shot out and caused the ship to spiral out of control.

"Analyze and contain," Kang managed. He didn't want to have his particles scatter throughout time and space.

"Get out of here, before it's too late," Hope managed as she could feel the tingling of her power. The Phoenix Force, the small fraction of it she inherited, it was intoxicating. It destroyed many who had held it and it tempted her.

Hope shook it off, she would not give into the power. Kang held her against the wall and Gwen watched.

"Go," Hope managed as she broke out of Kang's grip and sent the conqueror down to the ground with a thud.

Gwen was brave but stupid was another thing entire. She made her way to the exit but the blonde stopped when the doors of the ship slammed shut. She hit the doors and frantically hit them. Furiously, the blonde pounded on them until her fists were raw. There was no question about it, she was too late, much too late.

"Damn it, come on!"

Much to Gwen's frustration and dismay, there was a strong grip around her shoulder, squeezing her. Gwen's eyes closed as she cursed her luck, as awful as it was. There was a loud crack as she was teleported off into parts unknown.

"Gwen, where is she?"

Hope turned around, despite her best attempts to save her, it all failed. She came face to face with the one person that she did not want to look into the eye.

Spider-Man could see Black Widow, along with the rest of the Avengers battered. Kang had outsmarted them all.

"She's gone, I'm sorry, I didn't….."

"What do you mean she's gone?" Spider-Man asked, his voice was not really even right now.

"Kang took her, I don't know where….I don't know when."

"We'll find her," Iron Man said in an even voice, uncharacteristically serious but no one was going to bother to ask how they were going to do that.

* * *

Gwen Stacy shuddered as she was taken to the edge, the edge of where, she couldn't really figure out. There was a twisting knife like motion in her motion. The blonde crossed her arms immediately and she rolled her head back, wondering what she could do next.

' _I'm in for it,'_ Gwen thought to herself, wondering how far things could have transpired to get her to this point. The world, it was in ruins.

"Look what you caused."

Kang bared down upon Gwen and he stared in her face.

"This is the world that I took underneath my wing and it was destroyed because of your existence, Gwendolyn Stacy."

Gwen opened her mouth, she was about to protest but then she wondered, what if he had a point. She shook her head to clear those toxic thoughts from her mind. There was no way whatsoever that this guy had a point. The blonde's stomach twisted into a knot as she debated, she wondered, she hoped against all hope that he was wrong.

"You're wrong?"

"I expected you to say that but I hear something in your voice, a question. Doubt, doubt that I could be right. But there should be no doubt in your voice. You were supposed to die on that bridge against the Green Goblin. Your survival set off a chain of events that destroyed my timeline. An oversight which I will correct."

"And what makes you think that you're not already too late?" Gwen asked, staring down that man. She was not a gambling girl but she was gambling on something precious, that being her life.

"Then so let it be, but if I can correct the oversight, then I will. Good bye, I greet your end with oblivion and indifference."

Gwen was trapped in this desolate wasteland with nowhere to go but she was not about to back down without a fight. She stared death in the eye once previously and would do it again.

**To Be Continued on 6/12/2014.**


	34. The Coming of Kang Part Three

"Can't you follow it?"

Iron Man sighed, he could understand why Spider-Man was upset. Hell, he was upset in his own way. It was an insult to him that he was unable to figure it out. Playboy or not he was a genius and he had worked with advanced technology. Technology which was essentially alien but this….well this had him baffled.

"I'm trying, give me time….."

Spider-Man tried not to blow a gasket, even though it was hard for him to do. One could see that the web slinger was about ready to crack a little bit. "I….time….time….you need…..?"

"Yes, I need time," Iron Man persisted and there was a lot of patience in his voice but also a warning for the web slinger not to push him too far.

"Hey….we'll find her," Wanda said in what she hoped would be a reassuring voice.

"This technology….it is only a step beyond sorcery," Thor said, wishing that he had another chance to fight this Kang.

"Yeah, well unless we have the kid with the lightning bolt scar on speed dial, we're going to have to find a way to follow this," Iron Man said but his equipment fried.

Hawkeye sighed. "That wasn't a good pop, was it?"

Spider-Man paced back and forth like a caged animal. He was not having a good day.

' _Every second we waste….is another second…..damn it, Parker, get it together! Get your head in the game, Gwen needs you, she doesn't need for you to lose your mind dealing with this.'_

Hope watched nervously and Spider-Man turned her attention to her.

"Couldn't you do anything?"

"I don't know what you're talking about," Hope managed in a small and strangled voice. She felt herself backed against the wall and her nerves were about shot. The redhead girl shook her head furiously as Spider-Man kept his eyes locked on her.

"It's very simple, you're a time traveler," Spider-Man replied to her and Hope swallowed immediately and nodded.

"Yes, I'm a time traveler," Hope agreed, not liking where this was going and really not liking what was being implied her. The young girl shifted her feet and shuffled them around.

"So….why don't we time travel to the future and….."

Hope held her hand up, cutting off Spider-Man in mid sentence. She hated to burst his bubble like this. In fact, there was a knot in her stomach. "It's not that simple."

"It never is," Hawkeye said as he watched Iron Man get to work on the machine. He could see the laser focus in his fellow Avenger.

"I just got back with SHIELD…..they've never seen anything like this," the Black Widow reported and she looked over her shoulder more nervously than ever before.

Spider-Man's attention brushed this off because he wanted clarification. "You did it, didn't you?"

"Yes, I did," Hope said, she felt guilty about this enough. She could have saved Gwen but she froze, choked. She did not save her and now Kang took her into the future. What he planned to do to Gwen, well she shuddered to think. "Not as simple as you think to travel into time, I did it when there was nothing left to lose."

Spider-Man would have to concede that right now, he had nothing left to lose.

"Look, I understand the risks….."

"Do you?" Hope asked quietly as she stared at Spider-Man more seriously than she had ever stared at someone. "You've fought the Green Goblin, Venom, Doctor Octopus, Doctor Doom, the Red Skull but you've never fought anything like Kang….."

"The risks….."

The power in the compound blew up because of Tony overloading the equipment.

"DAMN IT!"

Hope was grabbed around the wrist by Spider-Man and she could see how scary he was when he was determined. He was not the wise cracking, fun loving web slinger.

To put things bluntly and crudely, shit just got real.

"I understand….."

"Do you?"

"Yes, we've established that I did," Spider-Man said, keeping his eyes focused on Hope's. It was a scary laser focus that penetrated through her and she felt butterflies race into her stomach as her heart started beating faster.

"Alright, but I warn you, it's not that simple."

"Nothing about my life has ever been simple," the wall crawler retorted to her and Hope could not argue that point. His eyes swam with determination that nearly caused her heart to stop.

"Now there's a chance that we could get erased and never exist when this happens….."

"Hope, I'm going," Spider-Man replied, determined that he was going to do what he came to save Gwen.

Going through all time was just going to be another obstacle that he overcome.

"We'll….we'll see what we can do on this end,' Tony offered as he stared him down. "Good luck."

"Thanks," Peter said as Hope gripped him by the arm.

"This might burn."

* * *

Gwen did not back down even though she was put in a situation where she could get blown away. Her heart beat against her chest as she could see Kang staring her down.

It was one of those flight or fight reactions. Gwen only had seconds to decide what she was going to do.

A little from column A and a little from column B, the blonde jumped into the air and dodged the attack from Kang. She slid underneath his outstretched arms, pulled a gun off of the wall and started to fire at Kang.

"You're wasting your time, those aren't toys that you can play with child," Kang whispered harshly as he raised his fist and smacked Gwen back, which caused her to crack against the wall.

"Can't blame a girl from hoping."

Gwen rolled over, she was shaking and on dream street. She tried to find an exit but much to her chagrin there was none. This was not working out as she planned.

"There is no way out, there is no way you can escape, you are stuck in between two ticks of a clock. You may have lived for a few more years. I hope they were enjoyed because you…."

Gwen started pressing buttons on the ship, that was the only thing that she could do. She was slowly running out of ideas and the ship started to hum and sputter. She was then grabbed around the back of the head and hurled halfway back against the ground.

He lifted his arms up but an energy portal opened up.

Kang paused, his attempts to mangle Gwen was stopped, but the figure swinging out of the portal. Both feet connected into Kang's face as he was knocked into the wall. Hope appeared, as did the Scarlet Witch, but the rest of the Avengers could not find their way through the portal.

"I'm….we made it?" Hope asked, the back of her head ringing as she closed her eyes. There was a second where she had to shake off what she was doing. Her heart beat hard across her chest as she leaned herself back, cracking her neck.

"Yes, we made it."

Wanda said that word as she blasted Kang but he blocked it.

"I've had all of the time to prepare for you!" Kang growled as he forced the hex bolt back at Wanda but Spider-Man jumped up. He swatted the web slinger away like the insect that he thought he was.

"Yeah, we'll see about that, you made a big mistake."

"I don't make mistakes, I correct them," Kang growled, shooting stun beam at Spider-Man. The web slinger arched his back, ducking the attack. It bounced off of the wall and he kicked him right into the side of the leg.

Kang dropped down onto his knees and Spider-Man wrapped his arm around the man's neck, trying to force the life out of him.

"We've got to find a way back home," Gwen said but there was one problem that she could see. Kang could in fact follow them and the entire mess would start all over again.

"And we've got to find a way to keep Kang from following us," Hope said and Gwen raised an eyebrow in curiosity.

She was about to say that Hope pretty much read her mind but considering that she was a telepath, there was a true "well duh" feeling.

"Find a way out, we'll hold him off," Wanda said, she wished the rest of the Avengers would come here. However, she was used to being stuck on her own. It was back during her days as part of the Brotherhood, when those pinheads were no help whatsoever.

"You only delay what is inevitable, you see the world around you and…."

"There could be other reasons, I refuse to believe that the death of one person could have destroyed the world," Spider-Man replied as he bounced off of the head of Kang. Wanda had two grenades and she detonated them with hex bolts in mid air.

There was an ice shaped statue like Kang.

Spider sense went off and Kang was now behind him. The Conquerer blasted him hard from behind and knocked the web head right down to the ground. The wind was knocked completely out of him as he rolled over.

"Child, you think that you can defeat me?"

"It was hoped," Spider-Man managed as he tried to get up to his feet.

BOOM!

It looked like the calvary showed up and not a second too soon. Wanda smiled as she once again tried to take Kang down. Kang dodged and deflected her attacks, keeping up the assault.

Gwen and Hope arrived at one of the main rooms and they stopped, shocked at what they saw. It pretty much blew their minds, to put things rather bluntly.

* * *

"I don't say this lightly, but wow, just wow."

As the Avengers went to the future, Iron Man craned his neck, looking at the ship around him. He had only got a brief enough glimpse of the ship but now that he saw it, he was completely impressed.

"Tony, focus," Captain America warned him as he looked at the Armored Avenger. Normally most people would be amused but Captain America was not one of these people.

Iron Man shook his head wildly, muttering underneath his breath. "Right….focusing, got to focus, I'm so focusing. So….where do we go from now."

The Hulks' gaze became completely ugly, his hands folded over themselves, and he cracked his knuckles, stating in a vicious voice. "Don't care, just smash."

"Well, that's cerebral," Hawkeye said, he was running rapidly out of arrows and he had no idea how they would work against this future technology anyway.

"Future technology, the ship would be a lot bigger than it looks," Iron Man said as he started to scan the ship but there was a loud hum that knocked him off base. "I….don't believe this, it's interfering with my electronics."

"Well I don't need any fancy system to know that we're getting close," Quicksilver said as he zipped around the office. He circled around a couple of times and returned, his heart pounding against his chest. There was a grunt as they stepped forward.

"Okay, let's see what's behind door number one," Hawkeye said as the door clicked up, to reveal Hope and Gwen standing there.

There was a woman with dark hair that was in the tube, submerged in stasis fluid and both of them watched the female. Gwen and Hope spun around to see them.

"Wow….that's unexpected," Iron Man said, his mouth hanging open halfway and the armored adventure took two steps forward, pressing his hand against the button. He wanted to release the person inside but Kang turned up.

"I wouldn't bother, she's trapped, history nearly erased her."

"Was she….."

"My wife, she was fine until….she wasn't killed as she should have been," Kang said as he lifted his hand but Thor swung his hammer and smacked Kang into the hull of the ship.

Kang landed hard, smacking against the ship from the impact and Thor stood over him. The would be ruler pulled himself up to his feet and gave the Avengers nasty glares.

"You keep fighting me again and again but I put you down again and again. Why do you….."

"We keep fighting because….."

"Hundreds of timelines, hundreds of groups of Avengers, the result is the same, the names and faces might have changed, but I have succeeded," Kang said as he was confused and at a loss because there was no group like these Avengers that he had to fight.

"Well hundreds of timelines, your about due for a loss," Iron Man said as he calculated the trajectory. He had one knock out shot and he had to make it out.

BANG!

The beam of light fired off but Kang held his hands up, blocking Iron Man's one assault and pushed it back. The armored avenger flew back and landed with a thunderous attack.

All of the Avengers rushed to attack Kang but Kang deflected them like they were nothing. Time and time again they tried to fight him.

"If you had not tried to stop me, I would have spared you….."

Gwen decided to activate an explosion that had been planted at this moment. The stun blast cracked Kang in the back and sent him flying back.

"NOW!"

Hulk grabbed Kang around the head and drilled him hard with a knee strike. Another attack from Kang face first down across the knee and snapped his head back.

Kang rolled around, clutching his skull and Hulk rushed at him, slamming his fist into the side of his neck.

"It's just like I did with Spider-Man and that Scarlet Witch…"

"What did you do?" Gwen asked and she fired at Kang with one of his own weapons. She noticed that Kang's armor was damaged, that was something that played right into their hands. The loud crack of the damaged armor.

"I didn't do anything….he did it to himself."

Kang cackled in amusement but there was something coming in behind him. He could see the Black Widow coming out of the shadows and slammed two bolts between the back of his legs. The electricity would have been lethal to another person but for Kang, not so much.

Kang grabbed the Black Widow by the throat and hurled her hard against the wall. The redhead woman bounced off of the wall, the wind knocked out of her as she breathed heavily, rolling around.

"It's going to be over soon," Kang whispered as he held her around the head.

This could be the doom of the Avengers but they were not going down without a fight. They went for one last ditch attack.

* * *

' _Okay, let's do this.'_

Spider-Man could see one subtle flaw in Kang's suit as the Avengers kept on him. The web slinger knew that he had maybe a couple of minutes, maybe seconds to disable the suit before everything came down to pot. He measured the spot in the back of the suit and took the one shot that he could.

Kang cackled as he pinned both Iron Man and Black Widow against the ground. He overpowered the Hulk, slamming the large man to the ground but the Hulking Green Monster grabbed his feet and pushed him back.

"Nothing can stop me now!"

"Hi, I'm nothing!"

That statement was followed up by two feet nailed into the head of Kang. Kang bounced against the wall and he saw Spider-Man standing right next to him. Time and time again, the web slinger returned to fight him. He tried to fry him but Spider-Man arched his back. The blasts ricocheted harmlessly across the wall.

"You don't think that you can defeat me!"

"Well, I have to think, I mean, shouldn't you be for positive thinking?" Spider-Man asked. He turned to the left, turned to the right, and dodged the attack as they bounced off of the wall. The wall crawler nailed his adversary with a running punch. Kang's energy field surrounded his body and Spider-Man bounced off of the armor.

The web slinger was propelled back several feet against the wall.

"The plate on his back, it's defective!" Spider-Man called to Iron Man who inclined his head with a nod.

"Right," Iron Man said as he lifted his blasters and nailed Kang hard in the back.

"Let me try," Hulk growled, he was not in a good mood after Kang essentially curb stomped him to the ground. He extended his large green arm and he slammed his fist into the back of his adversary. He crumpled from the impact, nearly going head over heels, slamming onto the ground.

"Impossible….."

"Nay, villain, it is extremely possible," Thor said, swinging his hammer for the fences and connecting it into the back of the head of his enemy. The loud crack resounded from every direction and sparks flew from his armor.

Kang growled as he tried to push himself up to his feet and tried to repair the systems of his suit.

Wanda blasted him from behind with a hex bolt, the chaotic energy surrounding around them played into her.

Kang's energy systems are trying to reboot themselves but the loud humming of the energy in the shields of his armor was failing, and failing big time.

"Not out of tricks yet, Avengers…."

"Yeah you are," Iron Man said as he blasted Kang hard and the armor was nearly ripped from his body.

Spider-Man was down behind him and ripped the armor.

"So, I see….without the armor…." Spider-Man said as he ripped the armor off. Kang struggled but he only had his underclothes on. "You're just another ugly looking blue dude with bad underwear."

"No….you fools….without the armor….I'll be unable to hold it," Kang grumbled as he could feel time and space unraveling around him.

Sure enough, as if on cue, Spider-Man's spider sense kicked up a high blast and he nearly dropped down onto his knees. He felt like his brain was trying to escape from his skull. He could barely see Gwen lean down next to him, the blonde looking at him, terrified.

"We've got to get out of here," Spider-Man said and Hope looked at them nervously as she saw it.

"The time portal, you can go through it," Hope replied them and she nervously bit down on her lip. "Someone needs to stay here and hold it open however."

Hope's eyes widened as she realized what she must do.

"You don't have to, there has to be another way," Gwen said to the redhead and Kang smiled at the other side. She felt the sudden desire to kick Kang as hard as she could manage to do. She might bruise her foot but damn, it would be worth it.

The blonde crossed her arms together as she leaned her head and the Avengers looked at each other nervously, as the ship began to hum.

"I think that we better get out of here and soon," Wanda said, holding Kang by the scruff of the neck.

Hope decided to look firmly at the Avengers, Gwen, and Spider-Man. "Go….go…..I'll be fine, I'll always be fine, I've been fine before."

' _All alone, just like always,'_ she mentally added to herself, trying to keep a straight face.

The time portal was open and the Avengers made their way through, dragging the broken and helpless form of Kang into the past where he could be imprisoned, without all of his future technology.

"You don't have much time, just go!" Hope yelled, practically shoving Spider-Man and Gwen through the portal.

The portal was unstable, she wondered if they could even make it. It was beginning to shut down around her.

Darkness, that's what followed next.

* * *

"You have no idea what you've done."

"Yeah, we've heard that so many times from so many nutcases trying to take over the world, you can pretty much set your watch by it," Iron Man said, he looked pretty much bored. Kang was locked behind bars, powerless.

"I'm defeated, but not powerless Tony Stark, there will come a day where I will have what I've come for," Kang said as he shifted himself in the cell. "I have lived as long as I have and for good reason. The darkness that is coming is something that none of you are prepared for."

"Well, I think that you're wrong, you'd be surprised how powerful the Avengers are."

Kang chuckled immediately, as if they knew. It all started with the disappearance of the X-Men, at the hands of the Phoenix. He refused to assist them any further. If he had been allowed to remove this anamoly from the time line, than none of this would happene.

"Your arrogance amuses me but I can be here longer than you can think. For I have not gained power without preparation. And the day where I escape and take over this primitive timeline, I will do so with you Avengers kneeling at my feet. But there will be no pity."

"You talk a lot of trash for someone who got their ass kicked constantly," Wanda said, placing her hands on the edge of the bar but Kang was fairly amused by her words. It was obvious that there was some kind of contest where one side was trying to psyche out the other.

Gwen was far away from Kang. There were more questions that there were answers and she didn't like that at all.

"She didn't have to do that," Peter said as Gwen leaned back and closed her eye.s

"She didn't….but she chose to," Gwen said as she looked around. She could not help but think that there were more cosmic forces at work than previously meant the eye. "Did my survival cause that….horror?"

"Gwen, no one thing could have that severe ramifications," Peter said, as he recalled the thoughts that he had, that he could have brought so much torment. All of the lives that had been ruined when he got bit by a spider.

All of the lives that he saved as well but surely with great power, there must also come a great responsibility.

Where was Hope? Was there any Hope in the world?

It was time to call it a day but questions remained unanswered. The X-Men's disappearance lingered fresh in his mind and he could not help but think it had been the beginning of something.

**To Be Continued on June 19th 2014.**


	35. Goblin of a Different Color Part One

**Chapter Thirty Five: Goblin of a Different Color Part One.**

The New York City Stock Exchange was an area of great hustle and even greater bustle. There was a sense that there was something that was in the air, silent but in the air never the less. Seconds ticked by on a clock as the stock professionals walked around.

BOOM!

Green smoke filled the air as the men and women of wall street ran around like chickens with their heads cut off. They had no idea what happened, especially given that it was such a great morning.

BOOM!

BOOM!

Another pair of explosions and more of the same, attacks that lead to conclusion. The fact of the matter was that a man looked up, holding the case.

There was a zip as a glider dropped down onto the ledge. The occupant was someone who surprised the people at the stock exchange.

"New York City, the stock exchange, a house of lies, and a house of greed, but it's a house, that I would happily live it because of the money," the man said, his hood coming down. He had a golden goblin mask on. His cloak was purple and red.

"It's the Green Goblin!"

The goblin on the glider chuckled. "Must be color blinded, no I'm not the Green Goblin, I'm the next evolution of the goblin. I am far beyond what Norman Osborn ever wanted to be. I am the personification of everything that he wanted to be."

The goblin hurled several pumpkins down onto the ground and they burst open, sending an explosive attack down on the ground. The gas blinded them and paralyzed others. He chuckled, amusement in his voice.

"So….things are looking up on the stock market?" he asked and one of the women on the ground looked up fearfully He grabbed her by the shoulder. "Got any stock tips?"

The woman whimpered as he twisted his wrist and he did it hard. She did not relax, especially when she was being hurt.

"Not much of a talker, fair enough."

He hurled her down to the ground and she flew head over heels, landing with a solid crack against the ground. His cackling could be heard all around as the man peered down through the slits of his mask. A wide grin appeared behind his mask.

"Freeze!"

The New York City Police Department was on his tail and the man lifted his hands up, with two grenades dropping down to the ground.

"You first."

A loud explosion indicated that they were ice grenades. The frozen fury wrapped around the enemies and they were stuck, unable to move. The man laughed his insidious laugh as he flew around in circles.

Some would be spared of an untimely death thanks to circumstances. Others would not be so lucky.

"Is this thing on….excellent!"

His laughter was something that would bring chills down the spine of even the most hardened of men and he was more dangerous than anyone ever. He gave the air of a man who had absolutely nothing left to lose.

"Citizens of New York, welcome and bow….bow before your new god….the new person who will run the New York City criminal underworld. You've had your Green Goblins, your Kingpins, Master Planners, and Roses, but they all fell by the way side."

He cackled and the people around him thought that he might have been quite mad and perhaps, just perhaps they had been right.

"But now, you see the power that I have and the control that I have. It comes with fear. Fear is my power and you all fear what you don't know. The mask I have, it blocks you from understanding who I am. And you can't handle that because you don't have the control."

More bombs went off and the fear rolled through the minds of everyone. His grin broke out into a wicked fury.

"You understand who I am, don't you? You understand the power that I have over you!"

The feared men and women backed off. They were business men, not fighters, and they tormented them.

"Do you hear this, do you hear this power I have over you?"

More gas was released into the city.

"WHO ARE YOU?"

The man who screamed this did it in a matter where one could be sure that he lost his head. The man hovering in the sky above him grinned and he teetered upon the edge of madness.

"Call me the Hobgoblin, but really I'm the reaper that will deliver will deliver you from this world of lies."

A loud explosion once again echoed and several more knew nothing more.

* * *

"Today, we have good news, as the heir to the OsCorp thrown, Harry Osborn, is being let out of Ravencroft Asylum for the mentally challenged with a clean bill of health. After spending the last nine months in there, after the incident that caused him to dress up as the Green Goblin, Harry Osborn walks back into society. Last week he was released and just this morning, the mysterious Hobgoblin showed up."

Peter didn't know what to believe when he heard that on the news and looking at the look on Gwen's face, Peter figured that she didn't know quite what to believe either.

They could see Harry outside of his penthouse and the news crew made their way there.

"Mr. Osborn, a moment of your time please!"

' _Whatever Harry did, this can't be good on his health,'_ Peter thought but he had heard of the Hobgoblin attack yesterday morning. It was all over the news and Harry was released from Ravencroft.

"Yes, a moment, I agree."

Harry looked so beaten and battered. Peter and Gwen could both see it and Gwen said what Peter was thinking.

"He looks like he aged twenty years."

"Yeah, I can see that," Peter said, holding Gwen's arm and the blonde shifted herself. Her mouth hung halfway open and there was only one thing that she could say.

"Do you think….."

"I don't know what to think."

Peter honestly no matter what did not know what the truth was. The blonde next to him nervously clutched his arm.

"What do you have to say about the rumors?"

"I've heard about the rumors about the Hobgoblin, I can't prove that I'm not him, but…..I know in my heart what I've done and I regret it all," Harry said, and it was cryptic. One could not tell if he said that he regretted something that he did in the past.

"The Hobgoblin is far more dangerous and unpredictable than the Green Goblin…."

"I don't know, this isn't something that I feel comfortable talking about, the goblin was in the past, let it die," Harry said and there was a haunted look in his eyes, as he resembled a deer in the headlights more than a person.

Peter would be lying if he did not feel sorry for Harry, because he did completely and things were only getting worse.

"Pete?" Gwen asked nervously and there was a real, "I don't really know" quality to what Peter was thinking about.

' _Is he, or isn't he?'_

He wanted to think the best out of his friend but how he snapped and lost his mind, it was something that Peter felt very sketchy about.

"The Goblin should be left dead."

Harry Osborn said these words in a chilling and fairly indifferent manner. His gaze was directed at the camera, his mouth hung open, and there was something about his statement. Something that lacked the power of conviction.

"What about the rumors that OsCorp stock holders are going to sell out?"

"I don't know, let it be," Harry said and he had the mentality of someone who had been beaten down by life.

"We better go and check on him," Gwen suggested to Peter and he opened his mouth. "And yes, I know the risk we run causing him to crack, especially because of the Spider-Man thing."

Gwen was not going to say that they should have told Harry about the Spider-Man thing because that was a road that lead to madness. That being said, it would not have hurt if they showed a bit more tact about the entire thing.

"The problem is that I'm not my father, therefore telling me what Norman Osborn would and would not do…."

"Mr. Osborn, one could consider you to have the potential to be better than your father…."

' _Oh boy, they're playing with fire,'_ Peter said, wanting to get there, but he knew that he could not swing in there as Spider-Man.

Would Harry talk to Peter Parker and Gwen Stacy?

Gwen and Peter didn't know and Harry turned around and walked indoors on the television. It was obvious that he was beaten up mentally.

"PETER!"

Gwen grabbed Peter by the arm and several seconds later, an explosion of pumpkin bombs went off, attacking them.

"Oh, my adoring public awaits, well I better not keep them waiting!"

The Hobgoblin appeared on screen, waving to everyone there and Peter and Gwen watched him. The fact that he appeared when Harry left did not help his case at all.

Yet they weren't too sure about this.

* * *

Harry sat in the darkness in a penthouse with no power. The only light was the small ray of sunlight that shined in brightly, with his hands folded over his lap. His eyes looked blood shot and there was a lot of torment in them.

' _Time, time, time.'_

Harry could hear a knock on the door and he jumped onto his feet, slightly started by the sound. It was normal but at the same time, he thought that they were out to get him.

Nervously he walked over to the door and he replied in a shaky voice. "Who's there?"

"It's me….Gwen, and….."

"Is Peter there?" Harry asked in a voice where one could not tell if he was mad or frustrated. Perhaps it was some combination of both. The chilliness of his voice echoed for them all.

"Yes….but….you don't have to talk to either of us, we're just coming by to see how you are."

Harry wished that he could say that he was fine but that would be the greatest lie that he ever told. His stomach twisted into a furious knot. The Osborn legacy taunted him and tormented him.

"I wish it wasn't too late," Harry said as he looked back at them as the door opened. He allowed Peter and Gwen to walk inside. He greeted them cordially but he didn't make any eye contact. "The best years of our lives…..what a mess?"

"Harry….they said you had a clean bill of health."

"They said that because it's overcrowded and they feel like they've got all of the money they'll ever get out of the Osborn estate, which isn't that much," Harry said as his eyes darted around. He spoke to Gwen and Peter but he did not look directly at them. Which was something that was extremely unsettling.

"Harry…."

"It's gone, all gone, and I have nothing left to lose," Harry said as he stared off into the distance. "My father's legacy, it's all gone, all nothing."

"I wish I could turn back time and make it all right," Peter said and Harry stared at him.

"You couldn't make it right, no matter what you did. We've come from different worlds. Different sides, and you don't understand the true problems that we face trying to coexist with each other."

Harry walked into the wall almost but he stopped. He turned his head and looked at both of them.

"After the last time, I thought that you've washed your hands of me."

"We're not like that Harry," Gwen said and Harry stepped into the next room, not even watching them.

"Don't….you should be like that, the entire world has given up on me. The world is full with lies and my father's legacy is going to haunt me until I'm in the cold hard earth."

Peter decided to grab the door knob and pull it open but Harry stood there, staring at himself in the mirror.

"When most people look in that mirror, they see their reflection but I don't know what I see. You might be able to live with guilt but I can't. My life….was built a foundation of one man's demented legacy."

"Don't you think that I don't feel guilt every single day?" Peter asked Harry and Harry raised his eyebrow towards him.

"I don't think that you understand what I feel. And maybe it's because of me that this latest mess. If I ended the Osborn legacy when I had a chance, then it would not build inspiration to the Hobgoblin."

Harry looked at the clock on the mantle piece, it ticked and his mind was about ready to snap somehow. The medications he was on just replaced one addiction with another and his personality remained in place.

"Escape, while you can."

"Harry, you know…."

"LEAVE!" Harry yelled as he looked at Gwen and Peter. "Don't you understand? I was capable of doing something like this because of who I am. You said it best, I've become my father's son."

Harry started to breath in and out heavily and Gwen and Peter looked at each other. He slammed the door so hard that the pane of glass broke.

"We've got a problem," Peter said and he did not want to bring up the Hobgoblin like elephant in the room.

Whether it was Harry or not, he had to track down the Hobgoblin and put a stop to what he was doing.

* * *

Peter Parker was suited up as Spider-Man and he had fought many costumed individuals in the past. After the three most recent attacks by the Hobgoblin, there was something fairly unsettling about him. The web head could not really put his finger on it completely but never the less, it sent shivers down his spine.

' _Okay, he's got to be around here….oh yes, the brimstone's there,'_ Spider-Man thought, wrinkling his nose up as he dropped on the ground.

He cringed as he saw the crumpled up body of a murder victim. There was one who was decapitated and another who was impaled.

"More souls who died because of the lies this city has built."

Spider-Man turned around and saw the Hobgoblin there. There was something unsettling about him but he did not attack. He just studied Spider-Man like he was some curiosity. It made the web head feel like he was some curiosity that was put underneath a microscope.

' _There I am, before him,'_ Spider-Man thought, his heart sped up a couple of beats of his heart. The web slinger kept his eyes locked on the man before him.

"A legacy is something that is always built on a foundation of lies and the legacy of the goblin, it was built upon the lies of Norman Osborn," The Hobgoblin said and once again, Spider-Man wondered if he was going to attack. "You fight, the people love you, but then some days they hate you. And why? Because you're something that gives meaning and structure to their lives."

"You've killed people…."

Spider-Man tried to attack the Hobgoblin but that didn't end so well for him. The web slinger was knocked down onto his back.

"Psychological horror is worse than physical trauma, Spider-Man," the Hobgoblin whispered as he leaned at him. "Norman Osborn screwed up his own mind, turning him into something rotten, twisted, and vile."

Hobgoblin reached around, tightening his iron grip around the throat of Spider-Man. No matter how hard he tried to struggle, Spider-Man could feel the grip go tighter around his throat. With each passing second, he felt the grip get even tighter around his throat.

"Fear this, Spider-Man, fear what you could do…."

Spider-Man kicked the Hobgoblin in the face and knocked him against the building. The Hobgoblin bounced off and threw several flaming grenades into the air. Spider-Man dodged the attacks, ducking his head and rolling.

"What is the difference between you and I?"

"The fact you're some lunatic nutcase!" Spider-Man yelled but he was swatted like he was an insignificance insect.

"The difference between you and I is merely perception," The Hobgoblin whispered as he clutched his hand around the throat of Spider-Man in one grip. The web slinger's arms thrashed slightly but Spider-Man stared down into his face, peering into his eyes. "Yes, power, I feel it, don't you?"

"Insanity, that's what I feel from you," Spider-Man whispered, feeling the Hobgoblin close his hand around his throat once again and his legs slowly became numb.

"You see insanity but I see promise."

The Hobgoblin dropped the web slinger down like he was nothing and he felt the wind escape his lungs just like that.

"I see the world that is going to blind you with the lies, the lies of herorism but while you speak of a world of power and responsibility, there is no responsibility out there, there is no accountability."

The Hobgoblin flew up and Spider-Man chased after him. Determination was on his face, etched in his eyes underneath his mask.

If this was Harry, the drugs really caused him to be unhinged when combined with the Hobgoblin.

Peter Parker did not know what to believe right away. The web slinger jumped halfway into the air and latched onto the back of the glider but a huge pumpkin bomb was thrown over his back. The web slinger flew down to the ground and landed, his ribs smacking.

"You see lies!"

The Hobgoblin dive bombed down onto the ground, with him clutching his grip around the head of Spider-Man. He gasped, blood poured from his mouth but the Hobgoblin then released him. A loud and insidious cackle could be heard and that was just the beginning.

"I could end this at any time."

"Why don't you the?" Spider-Man asked, wondering why he would tempt fate like that.

The Hobgoblin grabbed Spider-Man once again and hurled him against the side of the building.

"It's not your time, it's not my time, you'll see why I do what I do soon," Hobgoblin said as he detonated an explosive device.

Just as he predicted, Spider-Man ran off to take care of the civilians. He was one who protected the people and that proved to be his downfall.

* * *

Harry Osborn sat in the basement of the penthouse, his arms crossed together and he thought about it. He could hear what was happening, what was in the news, what was implied about him. What the world thought he was.

Was he a monster? Harry had no idea whether or not he was a monster. The arms crossed together as he looked at the window. His eyes were staring towards the outside of the window although he was not looking outside. He felt like he was on the outside looking in.

The power was something that destroyed all of the Osborns and Harry was no different. He wished he could do something with his life constructive like Peter and Gwen did. But he was not a better person like them. He was an awful person. The world was an awful place and there were many rich people there.

The Osborn heir coughed as his bloodshot eyes looked forward. He held the medication in his hand, he was to take these three times a day. It would keep him stabilized, tranquilized, a prisoner of his own mind. Osborn tossed the bottle up in his hand and looked at it, calming speaking.

He wondered what he could do and his eyes became even more bloodshot. The further he got from the time where he took his medication, the more that voice whispered in his ear.

' _Failure.'_

That was a word that dogged him and Harry Osborn got a feet. He was not a failure, not a loser, he was nothing.

He would prove that legacy was not something that would define him and also define him. Slowly, Harry walked to his face and kept walking. His mind swam with energy and he made his way down to the secret chamber underneath the lab.

Harry Osborn stepped down to the lab and he could see the small arsenal. The fact it was underneath his nose, taunting him, and really tormenting him.

He was a failure and he saw the mask of the Green Goblin. It was nearly smiling at him.

It was a Green Goblin, not a Hobgoblin. He dropped the mask down to the ground and looked at him, taunting him. A deadly smile resounded from the other end of the goblin mask. Harry twitched his fingers.

' _I have to make a choice.'_

Harry pulled back the cabinet and saw the goblin formula. He saw it bubbling for him. It whispered, called for him.

He knew what he had to do. The whispers, the pull of the Green Goblin could be heard.

**To Be Continued.**


	36. Goblin of a Different Color Part Two

**Chapter Thirty Six: A Goblin of a Different Color Part Two.**

"All of you think that I'm going to be some delusional creature of lore that will go away."

The Hobgoblin's face popped up on the jumbo tron in the middle of time square. His face was insidious but he spoke in a calm and crisp voice. Those who listened to him, was captivated.

"In this world, there are heroes, but the heroes….they will not protect you forever, they can't be everywhere at once," the Hobgoblin said and the camera panned back to reveal that he was sitting on a rocking chair. That was weird considering the fact that he was off his walker. "I've seen Spider-Man out here, perhaps one of you looking up there is him. Or perhaps he is thinking about what I've told him. The world is nothing but lies and he has had mistaken thoughts about power and responsibility. But much like the goblin before me, his delusions cannot hold him together."

"Get a signal…."

"You can't find me," the Hobgoblin said, lifting up one finger, wiggling it back and forth as if to taunt them. "Soon the city will be underneath my thumb and I will crush each and every one of you."

A loud explosion indicated that there was pumpkin bombs that were ready to detonate at a moment's notice. "See your hope, it's dead. It's destroyed. There is no way out, no way around it. And you will be a fool to think that there's anything that you can do about it."

The laughter of the Hobgoblin increased as another bomb went off. It was not near anything or anyone that could be injured. But with each attack, he got closer to putting them underneath his thumb.

"My demands are simple, all of the undesirable elements of this city are to concede control over me, and that is the official elements and the underworld elements," Hobgbolin said as he looked at them, glaring through his mask. "I've seen it all through your lying eyes, the people in this city, they are collateral, security for what you need to do. But you see, what if I don't care? They are nothing but insects to me that will be crushed."

Another explosion and a car went careening out of control off of the bridge. Several more followed suit toppling over the edge of the bridge.

"Like that, your hope will be destroyed, dead, mangled," the Hobgoblin whispered in his most deadly tone. "You are nothing but children who will learn to fear what I can do to you."

His words might have seemed to be rambling but they had a tinge of truth to them. Sure enough, as the Hobgoblin predicted, Spider-Man craned his neck up.

' _Here, as always,'_ Spider-Man thought as he could see the Hobgoblin hanging out and waiting, almost as if he was waiting for another response. Was it live or was it pre-recorded.

"You have my demands, and do not lie to me in an attempt to save yourself. The blood of every single person will flow down the streets if you try to deceive me."

Spider-Man could look into his eyes, even though the mask was covered his face. He could see the hardline eyes of a killer. Someone who would rip them to shreds if he asked.

"I'm waiting, I have all of the time in the world," the Hobgoblin said as he tapped a watch on his hand. He held his wrist up and smiled. "But, I'm not quite sure you do."

Spider-Man craned his neck backwards a little bit and could hear another one of the bombs that was going off. His spider sense decided to kick to high level.

"EVERYONE GET OUT!"

There was a lot of panic and the bomb went off, but the civilians were away. Two more bombs went off and they were all the way across town.

The web slinger's blood ran cold as the haunting words of the Hobgoblin visited him once more. No matter what he could do, he could not save them all. He tried, he hoped, but he failed.

"You have everything to lose, Spider-Man, I have everything to gain!"

Once again that taunting voce caused the web slinger's blood to run increasingly cold. He kept moving forward, swinging with the greatest of ease on the web line. His shoulder was a bit tender from his previous efforts but that was just how it was.

' _He's around here, and when I find him….'_

There was more images on the screen, three Hobgoblins stood side by side, then four, then there were a dozen standing side by side.

' _This could complicate things,'_ Spider-Man thought.

"Get the right one, it's over, Spider-Man, get the wrong one, and well there will be suffering."

Spider-Man corrected himself mentally. This could really complicate things, big time.

* * *

"So things have cooled off for you?" Gwen asked as she and Mary Jane were sitting around the living room.

"Since my stalker got disposed of, yes things are fine," Mary Jane said and she looked towards Gwen. "So about Harry Osborn….."

"I was wondering when that elephant in the room was going to be brought up," Gwen said and she nervously clutched the cup.

"Look….I know you and Pete are feeling guilt about it and…..I could have had a lot more tact about the situation," Mary Jane said and Gwen raised an eyebrow, shaking her head. Once again her hands were clutched, shakily but at the same time firmly at the cup of coffee. "But…it's not something that any of us can really beat ourselves up about."

"I know that, you know that, we all know that but it doesn't help with my nerves and Pete….well you know how he gets about that personal responsibility thing," Gwen said and Mary Jane leaned towards Gwen.

"Anything about the X-Men?" Mary Jane asked and Gwen frowned.

"That's the weird thing, there hasn't been anything about them lately, it's like they almost vanished off of the face of the Earth," Gwen replied and that was something that caused the blonde's mouth to hang halfway open and she was confused.

"Well I don't know about that, it's weird no matter which way you slice it."

"No kidding," Gwen said, weird was something that was a huge part of her life. The blonde rapped her fingers on the edge of the table and rocked herself back and forth. "Peter's trying to track down the Hobgoblin."

"I've heard him on my way over, he's got a few screws loose," Mary Jane said, but that might have been the understatement to end all understatements. The Hobgoblin wasn't someone who cared about the necessary battle between good and evil. He was someone who wanted to see the world burn and didn't care who got hurt about it.

"Understatement much?" Gwen asked and Mary Jane shrugged her shoulders.

"Pretty much yes," Mary Jane and both of the girls were dodging the obvious theory about the Hobgoblin. It was obvious but at the same time it was too obvious.

Then again when the obvious became too obvious, it was less obvious, obviously.

"I think that you do need a vacation," Mary Jane said, with a half teasing tone to her voice and Gwen smirked.

"I'm afraid I'm unaware of the meaning of that word."

There was a loud hissing sound outside and a knock on the door. Gwen thought that was very suspicious and she turned towards Mary Jane. "Stay here."

Mary Jane did not need telling twice, but her nerves were about shot. She could see Gwen make her way towards the door.

Holding a stun blaster in her hand, Gwen clicked open the lock on her door and swung it open. The blonde looked outside and saw that there was nothing out there. That actually unnerved Gwen even more than something being outside.

She did not need Peter's spider sense to realize that there was something extremely nasty that was coming. Standing on her heel, Gwen looked around once again.

"GWEN!"

Mary Jane's scream caused Gwen to swing around just like she had whiplash. The blonde turned around and could see the back windows of the house blow open from an explosion. She and Mary Jane dove behind the couch to avoid herself from the flying glass immediately.

Several pumpkin bombs landed on the ground, some of them releasing gas, others just exploding. Gwen covered her face with her sleeve, trying to make her way down to the basement to get the Iron Spider suit.

Another bomb flew down onto the ground and blew the ground up in front of her. The blonde was staggered and she could see him standing there. Gwen aimed her stun blaster at him and fired.

The Hobgoblin jumped into the air like a demented monkey, avoiding the blast. He swung off of the wall and hurled an over arm lurch, sending the bomb cracking down onto the ground. The stun blast rocked Gwen Stacy and caused her to fall down onto the ground.

"So close, yet so far," The Hobgoblin whispered, shaking his head, as the blonde laid down on her back and he saw both of them. "Don't worry, Spider-Man doesn't learn to play the game but you two ladies are going to cause me to teach him. I know how he thinks, he cares about the innocent people."

Another bomb was set for when someone came home and the Hobgoblin picked up the down and bound form of Gwen and Mary Jane and flew off into the night, both of the girls dangling from the glider as he cackled.

* * *

The Hobgoblin could be anywhere but Peter ran into another bit of trouble. His heart started to race as he quickened the pace on his way back home. Did his Spider Sense go off insanely? One could assume that it did. Never the less, the web slinger was back home and he could see the front door of the house that he and Gwen lived in having been blown open.

It was now not a spider sense moment but one of those incoming moments of dread.

Peter could see through the windows that half of the wall was blown up, part of the floor, and glass was everywhere. Blood ran cold completely, and he could see a pumpkin sitting in the middle of the floor, with a screen flashing.

The web slinger was certain that this was a set up and his blood raced as he made his way closer. Hands placed on the edge of the device which clicked to light and the sadistic face of the Hobgoblin.

"Knowing who you are is something that gives me an advantage, Spider-Man, because you don't know who I am and you never will," Hobgoblin whispered excitedly. "Do you think that I was going to let this go, after all you've done? Spider-Man was responsible for what Norman Osborn did and so was Peter Parker."

Someone who knew that Peter Parker was Spider-Man and that had a vendetta against Norman Osborn. Peter didn't want to believe it but the odds weren't stacking up too favorable against his best friend. His best friend who months ago put on that same goblin suit and terrorized people, kidnapping Gwen to use as bait.

' _Harry, what happened?'_ Spider-Man asked.

"Just when you thought that I had all of the answers, I keep changing the questions, but you see, I might be standing right in the same room with you right now, and you'd never know it," the Hobgoblin said. "I know I'm always in your head. The two girls that I took….well they'll be useful but I'm sure that if you don't find them soon, I'll get bored with me. You see, I see women as nothing but a vanity, a means to pass the time."

The sickening stir that went in Peter's stomach got even more so. The knife that twisted was awful and he could not keep his head up.

"You're a monster," Spider-Man whispered, unable to reconcile that he was talking to a ghost.

"I'm sure that you're condemning me but really look in the mirror when you should condemn yourself and you see the truth," The Hobgoblin said, the words not making any sense to him. "But the truth, you will cover it underneath a blanket of lies."

The pumpkin on the ground began hissing and that was a prelude for the spider sense to go nuts. Peter held his head and he could hear it, it was about to go off.

BOOM!

The bomb went off but Spider-Man avoided the explosion. He doubted very much that his death was the target, it was more to play mind games with him than anything.

He could have killed him at any time and not even blinked about it. Again, this was something of a personal thing, not a professional thing. The web slinger had a lump that swallowed in his throat and he leaned his neck forward. A loud clicking and clacking echoed as half of the house was destroyed.

The sounds of sirens indicated that the police were coming and Spider-Man made his way into the shadows. Having Spider-Man seen at the Peter Parker home would raise some questions. There was enough of an area where he could slip in undetected normally.

The web slinger closed his eyes and felt his mask cling to his face. He had been running all over town in an attempt to take the Hobgoblin down. So far he was no closer to getting the Hobgoblin than anything else. The web slinger slid off into the night, his head thumping and rattling. He had to get there and he had to find answers.

Harry Osborn, it all came back to him. One of his friends, could he have turned out insidious as his father?

' _I don't want to believe it but he knows that Peter Parker and Spider-Man are one and the same,'_ Spider-Man thought as his heart kept drumming against his ribs.

He had to find out those answers and now, even if that was the straw that broke the camel's back. Friendship was one thing but when the friendship was something that fell apart because of mistrust, he had to do something.

And that something was going to track down Harry Osborn and hope that he would have some answers. If it wasn't him then maybe he had some insight on who was. Mary Jane and Gwen were gone and every second counted.

Would he like the answers?

* * *

Casually, perhaps calmly, Harry Osborn sat his back towards the window as he watched the images of what the Hobgoblin did. The talking heads on the television screen talked about the hostage crisis. And there was a rumor that he was the Hobgoblin.

The fact of the matter is that he wasn't sure if he wasn't. There have been times where his sleep schedule had gotten weird. The medications that Ravencroft gave him were not making him better, they made his delusions worse. That's why he decided to stop taking them around the time where the Hobgoblin's latest attack happened.

A rap on the door caused Harry to stand up as calmly as could be and turned around. He could see the friendly neighborhood Spider-Man standing there. There was indifference going through his mind.

"Oh, it's you, well….you'd be far from the only one to accuse me by what you're accusing me of," Harry said, staring down Spider-Man.

"Look Harry….."

"With or without the mask, you shouldn't try and pretend and be my friend," Harry told the web slinger, staring him down without blinking. "Let's face it, that was never a road either of us should have gone down. You're all about power and responsibility, I get that. But you know…..maybe is in me. Perhaps you should finish me off right here."

"Harry, I'm not sure if I understand….surely….."

"Go ahead and say it, say that I'm the Hobgoblin, you were better than me anyway, and if I'm the Hobgoblin now's your chance to finish me off before….before he takes control," Harry said looking in the mirror. He did not want to look for too long, he saw his father's taunting eyes staring back.

"Mary Jane and Gwen have been kidnapped."

"I would say that I would never do that but I did kidnap Gwen before, my past is against me," Harry said in a strangled voice. "Do it then Pete."

"Do what?" Peter asked and Harry rolled his eyes.

"Kill me, it would be doing the world a favor and it will be doing me a favor, the bastard seed of Norman Osborn shouldn't be allowed to breath another breath, do it, and kill me, go ahead, do it, and kill me," Harry repeated, going more and more mad by each passing moment. "What's the matter, Peter? Got cold feet?"

"I really don't think that you're the Hobgoblin."

"I don't know," Harry said turning around and he could see it. "Every time I think that I have my life back together it falls apart. Maybe the only way to end the cycle is to end everything. But I'm too much of a coward to pull the trigger myself. Guess my father was right, I'm useless at that as well."

"You're not….."

"DON'T PATRONIZE ME GOD DAMN IT!" Harry yelled as he punched Spider-Man in the face and caused him to drop down onto the ground. Every single bone shattered his hand but that felt good.

"You've been wanting to do that for a long time, haven't you?" Spider-Man asked, massaging his jaw.

"Yes," Harry said turning his back on Spider-Man but he slumped over, down on the ground, the back of his head throbbed as Spider-Man grabbed him from behind. "Just another one of those spells that I've had…."

' _He might not be the Hobgoblin but there's something really wrong,'_ Spider-Man thought as he held up Harry by the back of his head.

"Get….get….GET OUT!" Harry said turning around but he blacked out, collapsing on the ground.

Spider sense went off and there was a loud explosion that went out, causing the windows to shatter immediately.

"Oh, you poor little Spider….poor little Spider, so lost, so confused, thinking that you have all of the answers. But time and time again, I keep changing the questions."

At least this cleared Harry as the Hobgoblin but there was more doubt in Peter's mind. The fact of the matter was that he already saw multiple Hobgoblins on the screen.

"You, you have them!" Spider-Man yelled but the Goblin jumped off of the glider. Peter landed on it and then it was rigged to explode, causing the web slinger to jump off of it again.

"Yes, and they're a very captive audience!" the Hobgoblin yelled but Harry picked up one of the bombs and threw it at the Hobgoblin, knocking him off balance. "Oh, the spawn of Osborn has grown a set."

"You kidnap my friends and try and ruin my life and you'd be surprised what I'd do," Harry said, diving towards his enemy but the Hobgoblin back flipped him off.

"Always have a back up plan," The Hobgoblin yelled and he was on the glider, another one. "Remember, the end comes soon Spider-Man."

Spider-Man got up to his feet and webbed onto the glider. He was not letting the Hobgoblin get away that easily.

More pumpkin bombs ravaged the apartment, the explosions getting more prominent by each tick of the clock.

* * *

Harry Osborn laid in the rubble, also stewing in his own juices. His arms crossed against his chest as he was in the middle of a battle between the Hobgoblin and Spider-Man. He was sure that this proved anything to no one except for himself. He thought that the blackouts were unrelated to the incident.

What could he do?

Well he could sit on the ground feeling sorry for himself or he could fight back. Fight back he would as well. He brushed the dust off of his body, stepping into the cellar once again.

Fear he experienced before but it was time for Harry Osborn to be a man. His father told him all about those calculated risks that one must take if they were able to be anything in the business world. And he was going to take one himself.

Harry walked down the steps and twisted the dial on the vault, which caused it to spring open. His teeth showed an insidious smile as he looked at the mirror.

' _Yes, because that doesn't make you look like a crazed villain at all,'_ Harry thought, shaking his head.

The formula, the enhanced formula that he and the Mad Thinker were working on, it had to be here. The Hobgoblin had a new and improved goblin formula, that's why he was so strong. On the other hand, Harry wondered if he was going down this road but on the other hand, this was a road that he had to go down.

Was he nothing compared to Norman Osborn?

This could be the end but Harry would not go down without a fight. He stood, hesitating, and the hand was on the vault. The combination was on his mind.

' _Do I really want to do this?'_ Harry asked himself.

' _There's Peter, MJ, and Gwen, they're, there, they're in trouble….'_

' _Peter saved the day before, he can save it again,'_ another harsh voice responded. _'You'd just screw it up.'_

' _He didn't save the day with Captain Stacy or….'_

' _Well if you want to be that way, but you'll just get in his way,'_ Harry thought to himself, arguing back and forth to himself.

Harry brushed his hair out of his eyes and once again, his hand rested on the vault. This was a choice that he could make but it was not one that he could make lightly. Seconds turned into minutes and hours ticked on.

"Dare I?"

Harry Osborn wondered if he should open the vault and he made a split decision.

Seven to the right.

Twelve to the left.

Fifteen to the right and the lock clicked open, along with the stone vault. It swung open and the vial was inside, it called out at Harry, practically taunting him. The bubbling Goblin Formula, the very last one was in his hand. Or rather the last one he knew about. Given Rhona, she might have had more way and had it hidden.

Dare he?

Harry could hear all of the self doubt and even the self doubt of his so called friends. This enhanced Goblin Formula, it caused the Mad Thinker to slip further down the rabbit hole and it lead to her destruction. Yet the formula was designed for a purpose in mind and that purpose would give him powers that would allow him to save the world.

It would allow him to be something that he always dreamed of. Would he, should he? Dare he?

The formula once again hovered between his finger tips as he held an injector device between his hands. He placed the vial in.

Once again, he paused and hesitated, allowing time to essentially stand still. The needle was up to his skin, if he inserted it into his skin, there would be no tomorrow.

Harry took the vial and placed it into the vault, still in the injector.

"Never again!" Harry shouted and he turned on his heel, walking up the stairs. The Goblin Formula was in the vault.

It was forgotten and Harry made his way half up the steps.

' _You are a disappointment, you will never be anything. You are merely resting off of the reputation of those far greater than you. You can't even take decisive action.'_

Harry looked at the mirror and ripped it from the wall. He flung it hard, causing the mirror to shatter. He looked down and saw the broken pieces, seeing the Green Goblin's reflection inside.

' _Your mind is never more together than it was when you had the formula in you. This Hobgoblin, he is what you thought that you could be but you failed at being.'_

Harry stormed down the steps, breaking into a cold sweat.

"No, no, no, no," Harry said, stopping at the vault door once again. His hands were shaking and he had his hand on the door.

Injector was in the hand, this was a bad idea.

Harry Osborn injected himself with the goblin formula and seconds after he did it, he regretted doing so. Then it set in.

**To Be Continued on July 3rd 2014.**


	37. Chapter 37

Gwen Stacy was never someone who was just going to lie there and take being captured. Neither was Mary Jane Watson come to think of it. Both of the females made their attempts to free each other but neither was able to escape from where they were, at least not yet.

' _The Hobgoblin's going to be back any second, he's going to kill both of us, he's insane,'_

For some reason, that very point gave Gwen the focus she needed to shift her way through the bonds. They very nearly gave way but never the less, she stood back, leaning back. The chair rocked back into the ground and she found a loose spot. Gwen slipped out of the bonds.

With a thump, she landed on the ground, brushing herself up. Now, she had her hands on a knife and she cut Mary Jane loose.

"Let's find a way out of here," Gwen said and Mary Jane shrugged her shoulders, walking tensely behind Gwen.

"You won't get any arguments out of me about that," Mary Jane said, her hands shaking but sure enough, the door was locked. "A window?"

"It's worth a shot," Gwen agreed, right now, they didn't really have any other options. Mary Jane got down and started to boost Gwen towards the window.

Gwen bit down on her lip and tried to fiddle with the window latch. Much to her agitation, she could not get it open. It was rammed pretty tight and the blonde was about ready to scream. Somehow, someway, she regained her composure and did not completely flip out.

"Okay, there's got to be another way out, he got us in here, he got out of it, we could try and work with the lock."

Gwen's hairs stood up on the back of her neck and Mary Jane grabbed her as the two of them made their way into the shadows.

The Hobgoblin was coming, they were sure of it. Mary Jane picked up a fire extinguisher and Gwen picked up a piece of a pipe. The girls weren't sure how good these weapons were going to hold up in the face of their enemy but they had to try. And if they had to try, they would be able to fight anyone who came through the door.

The door opened and Gwen swung the pipe but stopped, and saw Peter standing there, in full Spider-Man attire.

"Pete….thank god," Gwen whispered and Mary Jane looked at Gwen, shaking her head.

"Are you sure you should be using secret identities with a psychotic killer on the loose?" Mary Jane asked, she did not relinquish her weapon. That would be something that would get her killed fairly easily, she was sure.

"He knows, you know," Gwen replied and despite the word games, MJ nodded and Peter agreed.

"Yes, he knows….he knows everything, all that I know is that I'm ninety percent sure that it isn't Harry."

"Only ninety percent sure?"

Gwen could not resist asking that question and Peter shrugged.

"Let's get out of here before we try and rack our brains over statistics," Peter said, following Gwen and Mary Jane closely together. The two girls stood shoulder to shoulder as they made their way out of the room.

Spider Sense went off and he cringed, he wasn't going to get out of here this easily, with the Hobgoblin here. He lost him on his way here, but getting the two girls was higher priority that fighting the super villain.

"RUN!"

Gwen and Mary Jane protested but Spider-Man grabbed them underneath his arms and swung them out of the way.

He slammed the door behind them as the pumpkin bombs landed on the ground. He just barely escaped being blown to smithereens.

"You didn't play the game right, Spider-Man, now I'm going to punish you for breaking the rules!" The Hobgoblin said, his eyes glowing as he reached forward and he wrapped his hand around the throat of Spider-Man.

The web slinger flung down to the ground hard from the impact and the Hobgoblin circled him, insidious laughter continued to kick up a few notches.

"You don't know how to play the game, let me teach you how to play! Let me teach you the destruction, the punishment, the pain, and everything that goes along with that!"

The Hobgoblin was circling around Spider-Man and then with one fluid motion, he swooped in for the kill.

The web slinger smacked his back against the wall and his head began to rattle. The Hobgoblin reached down, binding the web slinger and swinging him around.

"The bait's left but it doesn't matter, they'll all be dead like the rest of them," The Hobgoblin mused, swinging Spider-Man around like he was nothing.

Spider-Man wanted to get to the bottom of this and he broke out, to continue the fight with the Hobgoblin, ignoring the cracked shoulder and ribs.

* * *

 

Spider-Man dropped to the ground, the soreness of his body causing him problems. He had broken ribs, busted shoulder, bad body, he was beat up, battered and abused. The web slinger tried to lift his head off of the ground but he could not. The web slinger collapsed onto the ground and he stepped forward, stepping onto his chest.

"Do you understand me now, Spider-Man?"

"Yeah, I understand you're a certifiable lunatic," Spider-Man said, trying to struggle underneath the grip of the Hobgoblin. His foot was pressed down onto the chest.

"I understand who you are Parker, and you don't know anything about who I am," the Hobgoblin whispered, holding his foot down across the chest of his adversary. Spider-Man tried to kick and squirm his way out but no matter how hard he tried, there was no easy way out. "You don't understand what I can do to you, do you?"

"I understand….."

Spider-Man webbed onto the ceiling and gave a tug. He sent several cases down in an attempt to take the Hobgoblin out. The enemy was rather dangerous and unable to be put down right there.

The web head cracked his webbing off of the head and nailed his adversary with a huge knee smash to the head. He toppled him down.

"The mask comes off!" Spider-Man yelled but the moment he tried to rip the mask off, it shocked him. The web slinger crumpled down like a ball.

"Now, you thought that you could win the game that easily, but you can't game the system, Spider-Man," Hobgoblin said, punting him directly in the ribs as quick as possible. The web slinger was rolled over and the arm wrapped around his throat. "Tell me, do you understand what's going on now. Do you feel this? Do you feel this moment?"

Spider-Man breathed heavily underneath the grip of the Hobgoblin. He tried to forced himself away but his strength sapped the energy.

' _Good thing I got a couple more tricks up my sleeve,'_ Spider-Man thought, hoping that this would work. The web slinger began to run up the wall and kicked off of it, trying to flip himself up and over the top of the head of his enemy.

His mask nearly ripped from the impact and he was lucky that he did not break his neck. The Hobgoblin threw a pair of sonic pumpkin bombs over his shoulder.

The web slinger dodged the attacks and kicked them off to the side. The web head followed in and several more bombs exploded once again.

Hobgoblin cracked his enemy in the face with another punch and held him down, grabbing him around the head.

"I should just crush your skull, in fact, that's what I'm going to do."

Spider-Man braced himself for the impromptu skull crushing, knowing that what was going to come next, it was not going to be pleasant.

WHIRL!

SMASH!

There was another party that had come into the mix and Spider-Man looked up. He might have a concussion but he processed this immediately. There was one word that came through his mind.

' _No.'_

Harry Osborn faced off against the Hobgoblin, dressed as the new and improved goblin. The two of them stared each other down, each had a pumpkin bomb in his hand.

"You succumbed to the madness of those who came before you," The Hobgoblin whispered harshly and continued to stare down Harry Osborn. The two men locked eyes with each other once more. "Well….you might have succumbed to the madness, but you will suffer for the sins of your father."

"I don't think so," Harry said, staring down the pumpkin bomb that was in the hand of the Hobgoblin. He was so close to doing something, anything. "There's only one true goblin….."

A loud explosion and the New Goblin was knocked off of his glider and thumped down onto the ground. Spider-Man got himself to his feet once more.

"There is one true goblin and that true goblin is not you, Harry Osborn!" the Hobgoblin yelled but Harry unleashed a sonic blast from his suit. That popped the ears of the Hobgoblin, doubling him over.

"We'll see, won't we?"

The two goblins collided with each other and Peter watched the battle, numb struck shock going through his body.

The other Hobgoblins entered the room. While the master was at bay, the minions would play so Spider-Man prepped himself for a battle.

* * *

 

Two of the goblin's goons rushed Spider-Man. He was finding it hard to make his usual wise crack remarks with the busted ribs that he had. He would have to try. The web slinger, despite the beating and the battering he suffered, held his head up. His breath racked through his body as he stared forward and said one more biting comment.

"Come on!" Spider-Man yelled, slumped over and clutching his ribs. The web slinger was almost down on the ground, the back of his neck was sore and agonizing but he had to fight. "You're nothing but a lot of imposters, all of you, you're imposters, and I'm going to…..come on, that mask isn't making you any less uglier."

Spider-Man staggered like he was punch drunk, the fact that he got a concussion was a point that resounded back on him. He felt that tightening that went in his chest constantly and he nearly fell down to the ground, dropping to one knee.

Blood poured from his mouth but he kicked one of the goblin's goons right in the leg. Instinct was pretty much the only think that he fought on now, it was crazy, insanity. That type of instinct where the web slinger was not going to quit fighting into every breath escaped from his body. A loud crunch resounded once again as his foot knocked his enemy down for the count.

He kicked them in the head, barely blocking the ringing in his ears.

' _Must be brain damaged to try and fight now,'_ Spider-Man thought but then again, he had a concussion. The Hobgoblin hit him so hard that his brains felt like scrambled eggs. He wondered how many head injuries he got over the years. He must have had something wrong with them to fight super powered psychopaths like that.

"Come on, attack me!"

Spider-Man had an idea, it was insane but most of his plans were. The web slinger vaulted over the attacking enemies and they slammed into each other. Both connected with the other hard. The web slinger dropped down once again, the ringing in his head.

He could hear the battle between the New Goblin and the Hobgoblin. Even in his concussed state, he wondered what possessed Harry to pick up with the goblin formula and injected himself. Peter could not even begin to tell.

"It's over for you, Spider-"

A crash through the wall was the distraction that Peter Parker needed. He dodged the flying debris, the bricks nearly crashed down upon the back of his head. His hand lifted up and he coughed, ignoring the smoke that came perilously close to filling his lungs.

Smoke inhalation added to the list of many, many problems that he suffered. The web slinger could see the two goblins fighting against each other. Both of them tried to wipe the other out and the sinister ringing that got even more intense caused Peter's head to nearly explode from the torment.

"Just stand down, and the torment will be over!" The Hobgoblin howled at the top of his lungs.

"I'm not ready to give up, not yet."

A sonic exploding toad was hurled up into the air and the Hobgoblin was blown backwards. He clutched his ears in splitting agony, hurling his arms around.

"Just accept this, just….."

The Hobgoblin swiped something out of his arm and then stabbed the New Goblin in the chest with it full brunt.

Harry Osborn's eyes widened and he gasped, barely choking back the blood that oozed from him. The Goblin Formula was starting to heal his body but then his spine grew numb.

"Not going to happen, I'm the superior evolution of the Goblin!" Hobgoblin yelled, plunging the dagger in Harry's stomach once again and then backing up, getting onto the glider. "The same look on your face now is the look that your worthless father wore before he was destroyed."

At the speed of light, the Hobgoblin ran the blade of his glider into the stomach of Harry Osborn. The young man gasped with blood oozing out of his stomach. Slumping down to the ground, he collapsed, just like that.

"HARRY!" Spider-Man yelled but he could not save him in time. The windows shattered over their heads as the Hobgoblin was about ready to make a brisk get away.

Spider-Man got to his feet and he could see Harry staggering around. It was disgusting, there was a big hole in his stomach and he was sure that something got punctured.

"We'll get an ambulance, Harry…."

"Pete, I think I'm dying ,after all of this, after all I went through, this guy, I think he killed me."

Harry felt the stabbing pain through his stomach, the goblin formula failed and every single one of his organs burned as he succumbed to a fatal blood poisoning.

"No, no, you're not dead, there's still time…."

"Yes, there's still time," Harry whispered, crawling over to the glider and getting back on it. Blood splashed to the ground. Adrenaline ran through his veins but it would soon run out, much like his blood would. "Still time to kill that miserable bastard!"

* * *

 

Peter Parker was normally mild mannered and even tempered but he had his breaking point just as much as the next person. The web slinger closed his eyes, biting his lips, and he could see Harry down on the ground, staggering, trying to go after the Hobgoblin.

The laughter of the Hobgoblin was heard and then a loud crunch was heard, with Harry going down once again. His already sizeable injuries becoming even more so.

"YOU!" Spider-Man yelled as he rushed down the hallway, rage boiling through his body.

"I think I broke you friend, Parker," the Hobgoblin whispered, as he dropped Harry's body to the ground, the obvious signs of a snapped neck obvious. Harry was not moving and it was another body that was at Peter's feet.

Spider-Man dove at the Hobgoblin, hands outstretched with reckless abandon and knocked him hard into the wall. The Hobgoblin's head bounced across the wood paneling, with Spider-Mans fist sinking into his face.

"That's it, that's it!" The Hobgoblin yelled as Spider-Man pounded him with a punch so hard that the web slinger broke his own hand. The Hobgoblin spoke in a slurred tone, his teeth obviously loosened. "You're not better than me hero, you….are….not better than me."

Spider-Man could not care, Spider-Man just hammered away at his adversary with reckless abandon, hammering him with everything that he had.

He stopped, the adrenaline pumping through his body from what happened fading completely. He stopped from pummeling the Hobgoblin halfway to death and the blood splattered against his costume. The combination of his blood, the Hobgoblin's blood, and Harry's blood.

Harry, he was dead, something that struck Spider-Man and he felt like he wanted to beat the Hobgoblin to a bloody pulp.

"Beat me, Spider-Man, end me ,save them, my death is the only way that you liberate them from my horror, more friends will become like Harry, and innocents, innocents will perish."

"That's the easy way out," Spider-Man said as he stepped back but his wrist was sore. He nailed him so hard.

"No, Spider-Man, that's the only way out," the Hobgoblin whispered as the mask fell from his face, to reveal the sparks of a robotic shell. "You see…..web slinger….it isn't the time where we meet face to face….not yet…..but soon….you will have to make a choice. I'm a very sick man, and this is a very sick world. Perhaps you're just as sick as the rest of us. You're deluding yourself, hero, if you think otherwise."

Spider-Man could not help but feel the rage boil through his body. His hands were sore, battered, bruised, broken, much like the rest of him.

The web slinger took half of a step back and he ripped the gloves off, seeing the blood staining his hands.

Harry was dead and Peter could feel the effects of the concussion return to him. It was a ringing sensation that went through his head. He felt like he had someone play the Bongo drums on his head.

The Hobgoblin had played this demented game with him and the result was that his friend, was an unfortunate victim.

"Spider-Man…..Spider-Man…..ARE YOU IN THERE?"

Gwen looked up and she stopped, nearly tripping over the body. The blonde was caught off guard momentarily, trying to recover quickly. Seconds passed when she realized who the body she nearly tripped over was.

"Oh, my god."

Those words might be among the most overused in the English language but never the less it underlined the situation. Mary Jane joined her, the goons had escaped the base. Both of the girls looked numb struck and Gwen opened her mouth but closed it. She was pretty sure she intended words but they failed her.

So much tragedy in her life, was it really bad that she was used to loss by now? Where she was almost numb to it? But yet at the same time it devasitated her? It was a maelstrom of emotions and she could see that Peter was feeling it as well.

"We need to call for an ambulance," Mary Jane said and Peter looked at her, nearly collapsing from the injuries he suffered.

"Too late for that, he's gone, that bastard stabbed him and snapped his neck," Peter managed, blood spilling from his mouth. His right eye also was almost swollen shut, which was a lovely bonus.

"I wasn't talking…." Mary Jane said but she collapsed. The three of them, they realized what happened and they realized that the dangerous life that they lived was not a game. It was horrific reality and with great power, there also came great responsibility.

Also with great power, there also came constant tragedy. Peter looked calmly forward and the police arrived.

"Back door, before it's too late, I'll meet you," Gwen whispered, but she was completely nervous about this entire mess.

Especially considering she didn't know what the Hobgoblin was going to do, whether or not he left this place rigged to blow or not.

Sheer instinct delivered Spider-Man, Peter Parker, from danger.

* * *

 

It was not the worst part that someone close to Peter and Gwen died once again. That was a bad thing, granted, but that was not far from the worst thing. The Goblin legacy, the one that took so many lives, that was the worst of it all.

Peter looked out, having returned home, the news of the death of Harry Osborn would have reached them all.

"He's out there still Gwen."

There was nothing else that either of them could say. The man who had screwed with their minds over the last couple of days and drove Harry to his death due to a carefully calculated gambit was dead. Why was he dead? Peter honestly didn't know and that was something that really caused him an ample amount of frustration.

"It'll be alright," Gwen whispered, wishing that she could give Peter even more than the empty reassurance that she did. The blonde blinked slowly, surely. Her heart sped up a couple more beats and Peter looked over his shoulder towards her.

"Will it Gwen, I wish it would?"

There was no question about it, Peter thought about everything that happened and thought that he had been tested before. The deaths of many people and the recent disappearances of the X-Men, things that he had grown to expect when he fought for power and responsibility.

Expecting it and accepting it were two different things.

"Pete?" Gwen asked, she could see him go really quiet and she felt uneasy when he went this quiet. There was something extremely intense about what he was doing and that caused shivers to roll down Gwen's spine.

"Yes?"

It was hard to believe that one simple word could cause someone so much uneasiness. Gwen struggled to figure out what she needed to say. Numbness visited her.

"Do….well….do what you feel you have to do, I guess."

Silence once more and the wind was not the only think that was eerie.

"Just don't do anything that you'll regret."

Peter thanked her from the reminder as he came close from giving into the Hobgoblin's mind games. Even if it was a robotic duplicate, he had no way of knowing that right away.

With great power, there also came great responsibility and with great responsibility, there came the toughest decisions.

**To Be Continued.**


	38. Funeral For a Friend

It was time to say goodbye to an old friend and Peter and Gwen watched silently. There was no Osborns left, it was a fractured family to begin with. They hated to say this, but they doubted that any of the Osborns would spit on Harry if he was on fire.

"So…..I guess that he's in a better place now," Gwen said, grabbing her arm around Peter. Harry requested in his will to be cremated, saying that he didn't want anyone to harvest his body for any of the goblin formula. Peter and Gwen were there, to take his last will and request.

He left the remaining Osborn fortune to Peter and Gwen, and they were sure that they would put the money to a good use. After all of the remaining debts were paid off. The company, OsCorp, was in flux right now.

Peter thought about trying to find a way to take control of the company, something that he and Gwen tried to think about a few times. But neither of them really knew anything about running a company. It was extremely confusing to say the very least.

"We're just going to have to play this one by ear what's happening," Gwen said and she and Peter discussed their plans for the future. There was the looming specter of the Hobgoblin that continued to haunt their every movement.

He had been depressingly quiet all things considered, which worried both of them. That just meant that he was going to be quiet.

"I can't believe this, after all of this….."

Peter and Gwen turned around and saw Liz Allen standing there.

"Liz?" Gwen asked, looking at her.

"Yes…long time no see, I know," Liz said, she skipped town after the incident with her brother. It just wasn't safe to be in New York and she wished that she had seen the signs. "I can't help but this is all my fault."

Peter and Gwen looked at her, things were awkward.

"I knew that….he was using but I hoped that he would turn things around, and I think that when I left, I shoved him over to the side," Liz said as she closed her eyes. "But….Spider-Man, he could have saved him. He doesn't really seem to save the people that matter, does he?"

Gwen's mouth hung halfway open but Peter shook his head. He knew that Liz was still angry about the Spider-Man thing and her brother.

"Well….he does his best," Gwen said and she looked at Liz. She kept herself calm. "I….I don't want to talk about this, Harry's dead, that's all while we're here."

"Right," Liz said and they could see Flash Thompson show up right around.

"Parker, long time no see," Flash said, looking at Peter.

"Flash," Peter said to him.

"Sorry about Osborn…..not a good thing when your buddy dies like that," Flash said, when he was overseas serving, he saw a few people die before his very eyes. "Sorry…..hope that Spider-Man catches the bastard that did this to him."

"Yeah, Flash, I hope that he does too," Peter said, as he saw a few more people file into the funeral. Likely it was a political gambit by some people.

Peter walked back Roderick Kingsley, the owner of Kingsley International and the line of super stores that put many malls out of business.

"It's a sad day to see such a young man die, but he paid for the sins of his father in the end," Roderick said, after Peter was out of ear shut to his bodyguard. "He's not Norman Osborn, and he's most certainly not the Green Goblin."

"What about the Hobgoblin, sir?"

Roderick said nothing but rather moved forward so he could get a decent seat.

J. Jonah Jameson walked into the scene, looking rather subdued, especially for him. Several members of the Bugle staff sat down, in the capacity of covering the Osborn kid's funeral. The boy looked to be getting his life back together some time ago which made this an even worse tragedy.

Peter and Gwen sat next to each other, trying to remain calm, cool and collected. There was something that caused the web head to do a double take.

Gwen noticed Peter's glance go backwards and the blonde's mouth hung open. There was one hissed and whispered expression that summed up everything that she was thinking. "You've got to be fucking kidding me."

"I wish I was," Peter whispered back but he nudged Gwen. They were getting their fair share of looks and the blonde and Peter did not mistake who they saw behind them.

It was Norman Osborn but he was gone right seconds later.

* * *

"Osborn…..as in Norman Osborn…..are you sure kid?"

Peter Parker wanted to mark this moment down for the rest of his life because he was pretty sure that he caused Nick Fury to be rendered speechless. That never happened, not even for a second. The web slinger stared Fury down for a second.

"Look I know it's crazy….."

"Kid, kid, in this world, in my line of work, you never discount anything as too crazy," Fury said, turning to the view screen. He had been investigating the Hobgoblin who seemed to be popping up in more places than Elvis. It was a co-op effort and until Fury tracked down all of the slaves and unmasked him, he had no hope of finding the master. "You saw Osborn, you saw him at his son's funeral."

"His body was destroyed, burned by SHIELD….."

"And his ashes are in a top secret SHIELD vault," Fury confirmed, and the vault had not been opened in the past three years. Not that Fury thought that was completely secure. He knew by now that nothing was completely secure.

"So….it's in a SHIELD vault but….."

"Someone is wearing Norman Osborn's face, living his life," Fury grumbled, to say that he was fairly agitated by this situation, that would be putting things fairly mildly. The Director of Shield tried to figure this out and each theory formed his head.

Could Osborn, by all conventional logic, have faked his death? It was extremely possible, and Fury had seen the matter several times. Most famously with the Red Skull who had pulled that trick at least three or four times that SHIELD recorded.

Could it be a clone? Fury was not ready to discount that possibility either.

Could it be some robotic duplicate? Again, that was something that Fury was not willing to discount for various reasons.

Could it be some look alike, a mere coincidence? Fury doubted it very much, because coincidences rarely happened in his line of work.

"Check the vault, and make sure that the younger Osborn is secure," Fury barked and Peter looked at him. "We managed to switch his body out, there's nothing but a realistic dummy in that coffin. We fear that the Hobgoblin might come after his body. He's after the formula….."

"He's powerful enough without it," Peter replied and Fury raised an eyebrow, locking one eye on him.

"Listen kid, he's playing mind games right now, the Hobgoblin that you fought was a powerful LMD….." Fury said and he could hear something on the other end. "Yes…secure…secure…..we just need to make sure."

Once again, Peter Parker had many more questions that he did answers and he was not sure how much that he liked it.

"I don't know what you saw, but it's enough for us to be concerned by," Fury said gruffly, looking on the screen. "He was there for a second, then he was gone."

"If someone is using Osborn…"

"Yes, I agree, he's trying to find a way to draw Spider-Man or SHIELD out into the open, we can't rise to his bait," Fury said, he wouldn't be surprised if this was some kind of Hobgoblin scheme. "As long as the younger Osborn's body is here, then we don't have any problem. Switched it out in the coffine, there's going to be no problem now."

"Unless someone opens the coffin….."

"SHIELD is able to do an accurate enough duplicate, don't worry," Fury said gruffly and Peter's mouth hung half open but he nodded. He really wasn't worrying, just merely relaying a concern. "Will that be all for today?"

"Yes," Peter said, wondering if he should take more than a tiny peak around.

He left SHIELD and no sooner did the transport vehicle take him to the ground, he got on the phone to Gwen.

"Yes, Gwen…..everything is secure….."

"It could be a clone, we've had more than enough to deal with, with those," Gwen suggested in an exasperated voice and Peter smiled.

"Yes, you're telling me, Fury seems to think that it might be some kind of trick by someone….."

"The Hobgoblin?" Gwen asked, nervously biting on her lip so hard that it left a mark.

"Well he's number one on the suspect list in my book," Peter replied, looking over New York City but then he saw him in the subway station, for a second.

It was a brief enough glimpse, and while Peter didn't believe in ghosts, he knew enough to realize that something was going on.

"He's here again," Peter whispered, wondering if he should follow him. Then again, that might be what Norman Osborn or whoever was there wanted.

He was not about to be tricked but at the same time, his suspicions increased to an even more heightened level. The web slinger was ready for action never the less.

* * *

There was no such thing as ghosts, there was no such thing as ghosts, there was no such thing as ghosts, there was no such thing as ghosts. That was a mantra that Peter kept reciting through his head but the fact of the matter, he was sure that there was no ghosts at all.

So why was he seeing Norman Osborn? Well Fury laid onto the table some fairly interesting explanations and Peter saw all of them plausible. The web slinger made his way down to OsCorp. Now that Harry died, it was a ghost town but the place had its secrets.

And while many of them died with Norman Osborn, Peter was certain that there was a stash or two of goblin formula around the city somewhere. If not from Osborn, then from the Mad Thinker and her little scheme, but either way, there was something here.

' _Step wisely young Parker, you could be walking into a trap,'_ Peter thought to himself but so far so good. Or rather so far no Spider sense blaring in his ear, which was really good. The web head took half of a step into the building.

The fact that there was no security sent alarm bells blaring in his head, much like it would any sane person.

' _Okay, closer, closer, just grab onto it, and find….'_

Once again, Peter sensed that there was no one there and the fact that he could sense no one there might have been worse than someone there.

He saw someone alright in the mirror across the way. He walked down the hallway, quick as a cat.

Spider-Man stopped and he could see the lowly janitor moving around. He was an old man with grey hair and thick glasses, dressed in a janitor's costume.

"I tell you, they really let this place go to the dogs after someone died. Never thought that I'd have stains this bad. Oh well, old Stan is on the case. All it needs is some Excelisor."

Peter could have sworn that he met that man somewhere before but he shook it off. The Oscorp main computers were across the hallway. The web head tapped his hand on the side of the wall, but there was nobody inside.

The door was unlocked, that made them completely suspicious. The web head made his way inside and there were no computers there. Someone removed them.

' _Okay, that could be a problem,'_ Spider-Man thought. It meant that things were difficult but doable.

Spider-Man had to try his next move and the web slinger took half of a step forward. His knee about buckled out from underneath him, he was still not one hundred percent because of his battle with the Hobgoblin. A fight now would mean that he would likely lose so he had to pick them wisely.

There was no one there, no one but the janitor, likely cleaning up. The secrets of Oscorp were dead.

A bright light flashed through Peter's eyes and he followed the light. Did he get the first big break?

The door was halfway open and Peter opened the door. There was nothing in there.

Almost nothing there.

The cracked goblin mask on the floor stared back at Peter, taunting him. It was similar to the one that Norman Osborn wore during his final battle as the Green Goblin. That horrific night where he nearly killed Gwen, by hurling her off of the bridge. It was a reminder of everything that he potentially lost and everything that he could lose yet to come.

The web head cracked the door open and the closet was empty.

' _Am I being sent on a wide goose chase?'_

Spider-Man half expected some kind of spider sense related meltdown to come down on the back of his head. He craned his head backwards and made his way back into the hallways.

This was a waste of time.

It was Osborn again.

Spider-Man decided to follow him down the hallway. Perhaps it was due to the reckless abandon he experienced but the fact of the matter was that he had to find him. Osborn taunted him once again.

Just like Fury said, there was something to this game.

It was back to the penthouse, perhaps "Osborn" would return there. Peter felt a lot more at ease fighting him there.

Osborn slipped inside and smiled.

"Foolish child, he lead me right to it."

* * *

Norman Osborn walked into the room, placing his palm onto the console and it flashed to light.

"Foolish Spider," "Osborn" said, as his voice became more prominent with a Russian accent. "I lured you right into a trap but you have never been too bright, have you Mr. Parker."

The career spy known as the Chameleon walked down a set of stairs, it was around the area where he needed to go. He knew that he drove the web slinger nuts. He had any number of methods that he could use to play with an adversary's head. He had been around since the Cold War so knowing all of the tricks of the trade was something that went along with the territory.

Throughout his career, the Chameleon was a criminal who sought information that he could sell to the highest bidder. A few years ago, he stumbled upon something that most criminals would throw their own mother's down a flight of stairs for. It was the identity of Spider-Man.

The fact that the web slinger was the son of his two old enemies, Richard and Mary Parker, well the fact that he could ruin his life just like that was something that was even more glorious for the Chameleon. The Chameleon walked down a flight of stairs, a wide grin on his face and he could see the tank there.

A weapon was strapped to his wrist, he would blow anyone away. The last batch of Goblin formula, the one that Doctor Doom and the Mad Thinker created, it was sitting right underneath his nose. Ready to be synthesized.

Whoever the Hobgoblin was, he was a man who could pay big dollar for the information and that was something that the Chameleon specialized in better than most people. He obtained the information and he would sell it to them. As long as they paid the price, he would be fun.

This goblin formula, plus the money that the Hobgoblin paid him for Spider-Man's secret identity, that would make him rich beyond all belief. He foamed at the mouth at the very thought of the money that he got.

The only problem was getting the goblin formula past SHIELD. Nick Fury might only have one eye, but he had it on the Chameleon for years. Even though he slipped underneath the radar in recent years, Fury would be an idiot to think that the Chameleon was dead.

Never the less, he did have more than his fair share of surprises, even though he had to keep moving quickly. There was a transport vehicle out of there, and the Hobgoblin would accept his formula. The Chameleon would accept his payment.

Turning into an inconspicuous businessman, Chameleon boarded, the formula in his suitcase, not saying a word. The trip was about forty minutes.

"We're here."

The Chameleon once again said nothing and he walked forward, the suitcase in his hand. There was a figure looming ever present in the shadows. Even the Chameleon felt chills blow down his spine, something that was not easy to do.

"I'm here."

"You have it."

"Yes."

"Excellent."

It was not overly stimulating conversation but never the less, it overlined the importance of what was on the line.

"You will be rewarded handsomely, your work has planted a seed of doubt in Spider-Man's mind, he doesn't know what to believe," The Hobgoblin said in his voice. "Then again, your true face….no one knows it. A quality that I admire as well…"

"Yes, I'm sure because you hide behind a mask."

"The world lives behind a mask, no one is who you think they are, my friend," The Hobgoblin said in a low, cryptic whisper, staring at his adversary. A brief smile curled onto his face. "Now, I believe that we have an arrangement to make."

"Yes, the formula for the money," the Chameleon said, he was not about to relinquish the formula yet. He was not a fool, he seen what the Hobgoblin did in the city. The man was completely and utterly insane and would turn on his friends just as much as his enemies. "And we agreed upon this deal, we agreed on a lot of money."

"Yes, yes, yes, we did," Hobgoblin said as he lifted up the briefcase and slid it to him. "As promised."

The Chameleon counted the money, it was all there, the formula was exchanged for it.

Hobgoblin watched the Chameleon leave and a smile crossed his face. He pulled a remote control out from underneath his desk and with one press of the button, he detonated the small bomb inside the briefcase when the Chameleon left.

He never saw it coming.

"Pawns must be sacrificed for the greater game to continue, but soon the final round and the end of Spider-Man, along with the end of Parker will be delivered. The world's hero will be destroyed and then what hope do they have?

* * *

Peter Parker thought that he had the information right out underneath his nose. Information that was snatched away just like that. He was pacing back and forth like a caged animal and Gwen watched him, nervously. She could see how Peter was about ready to lose his mind because of something like that. She nearly got up to her feet to pacify him but stopped.

"Pete…."

"Gwen, I thought that it was him….."

A knock on the door concluded that conversation before it even got started. Peter walked forward in a daze and opened the door.

"Mr. Parker, Miss Stacy, we're afraid that you're going to need to go into SHIELD custody, you're no longer safe."

"Safe….what do you mean?"

"We mean exactly what we said," the hard nosed agent of SHIELD said as he stared down him. "It's the Hobgoblin but he's working with the Chameleon. Or at least he was working with the Chameleon."

"So what's with the past tense?" Gwen asked, very annoyed that she was being ushered out of the door like that. Grudgingly, she complied, she did not like it but she complied with what they were doing.

"It's….we believe he's dead, but we think that your secret identity…"

"He sold it to the Hobgoblin," Peter whispered, but the list of people who knew his secret identity grew every day.

"Yes, that's why you're no longer safe," the Agent said in a regrettable voice and Peter nodded, mouth hanging completely open.

"So….."

"Fury will explain the rest of it to you when you get on board the ship," the agent said and Gwen followed him.

Their entire lives could have been turned upside down because of something like this. One thing was for sure, nothing will ever be the same.

Peter and Gwen walked in silence and they could not help but see how heavily armed the SHIELD agents were. It was almost like they were on some kind of hair trigger, about ready to shoot first and ask questions never.

They were on the escort ship, where Hawkeye and Black Widow were waiting. The fact that two of SHIELD's best were with them, didn't spell anything good. Coulson was also there.

"Fury will be meeting us once we get out of range," Coulson said and Peter and Gwen looked at each other, their nerves racked. "SHIELD may have been compromised as well."

"So, you're compromised, but you're supposed to protect us?

"It's more complicated, we're not sure what the Hobgoblin is."

Gwen caught this word. "Who he….."

"What, he's…..I don't know, it could be some elaborate smoke and mirrors act, but he's got access to classified channels that he shouldn't," Coulson said and he didn't want to say this but Fury was worried. And when Nick Fury was worried about something, there went the neighborhood.

"So all we got to do is make sure that we track him wherever he is," Gwen said, she was confident but not completely cocky.

"If only it was that simple, we've been playing cat and mouse with him since the attacks on New York started and….."

BOOM!

The ship had a malfunction and it was beeping.

"Did you really think that you would hide from me?"

The group of the ship looked and they saw the smiling psychotic face of the Hobgoblin.

"You really are like puppets on a string, Osborn, Spider-Man, SHIELD, the Rose, The Mad Thinker and Doom, but it's only beginning!" The Hobgoblin said and he cackled. His master plan was about to come hold and he was going to be the man who would bring the end of Spider-Man and prove once for all that heroes were dead and so was hope.

"Listen to me when I track you down I'll…"

"Now, my sweet Widow, this is my game and I make the rules, and I can break them as well, just like I can break you!"

The ship flew down to the ground and it was horrifying to see that he got manual control of the ship.

"Avengers, they're halfway across the world right now, Fantastic Four in the Negative Zone, X-Men…..well no one quite knows where they left!" The Hobgoblin taunted as he manipulated the ship. "And now, it's a party, and you're all invited, to your doom."

"He's going to make it a very short and hard landing," Barton said and the ship landed onto the ground. Somehow, by some miracle, they survived the worst of it.

Mostly because the worst of it was yet to come.

**To Be Continued on July 17th 2014.**


	39. Nothing Will Ever Be the Same Part One

The fact that they were not dead did not put Spider-Man at ease. The web slinger felt this feeling of dread that only came with something bad happening.

"The radios are down, we've lost contact," Black Widow said, bracing herself for the worst. Where they touched down, it was not exactly friendly territory and not conductive to stealth either.

"The Hobgoblin outmaneuvered us," Coulson said and Gwen slammed her fist into the palm of her hand angrily.

"That's impossible, he's….he's a man, he just has to be a man," Gwen whispered and Peter finished gearing up as Spider-Man.

"A man who has played with us all and that included SHIELD," Spider-Man said as he looked into the sky. "He's taken all of his cues from Osborn and run even further. Somewhere, Norman is looking up, smiling."

"SHIELD is no longer a threat, move in, neutralize, the boss wants the web slinger alive, he doesn't care about the rest."

Hawkeye poked his head out of the ship to reveal a dozen, make that twenty different individuals all dressed as the Hobgoblin.

"So, which one is the real deal, or is the real deal out there?" Hawkeye asked and Black Widow looked at him, before arming herself.

"Shoot them all now, sort it out later," Black Widow said and she fired a series of shots at the Hobgoblins.

Gwen armed herself with one of the weapons. This was not the first time she had to defend herself. The blonde fired, knocking one of the Hobgoblin's down. The real one might not even be in this bunch but after all of the crap that this monster put him through, shooting someone with his face was very stress relieving.

"Okay, Hobbie, you want to dance, let's dance," Spider-Man said, jumping up, and dodging an attempt to get stabbed by one of the Hobgoblin. He realized quickly that these were nothing but thugs, rent-a-goons that were wearing the Hobgoblin costume.

"They're all over the world….can you hear me?" the radio crackled but then it went dead. Spider-Man jumped over the top of the head of the Hobgoblin and ripped off the mask.

Before he ripped off the mask, the Hobgoblin melted right before his very eyes. It was disgusting and quite disturbing as well. The web slinger could not quite believe what he saw but he had to.

"They're just….clones of whoever is doing this," Coulson said, not sorry that he blasted any of them hard. "But the DNA is altered as such where if one gets unmasked, he melts."

"So, we'll know the real one, right?" Gwen asked, blasting him.

"Knowing him, he's likely done the same thing to himself so he can get us one last F-U on his way to the grave," Coulson said grimly.

Spider-Man would have to agree that would likely be the case. But then it hit him, unmasking these guys would be the easiest way to defeat them.

Two lines of webbing ripped onto the masks of the Hobgoblin squad and Spider-Man yanked his web lines, removing their masks. They were already melting the second that the masks ripped down.

"Well whoever put this together, they have a lot of resources," Black Widow said as she destroyed two more of the duplicates with an electrical pulse. "And a lot of time to get everything together."

"Narrows things down, just a little bit," Hawkeye grunted, firing an arrow. Bullseye shot into the chest of one of the clones and a loud crack indicated that it went boom.

"Okay, just keep on them, I'm going to try and radio for headquarters for back up," Coulson said, there should have been another crew close by here that could back them up.

"No problem, let us do all of the fun stuff."

Gwen could see that they were cutting through their numbers fairly decently but they had a long way to go. She reached into the bag and held up a grenade.

"So how does this work?"

"Just press the silver button, and throw," Natasha said, stabbing one of the goblin soldiers in the chest.

"Gotcha," Gwen said, pressing the silver button and she gave an overlobbing throw. The grenade busted open and burned through two of the goons.

"Almost…"

Spider-Man was stopped from saying the word "done" when he saw a SHIELD ship drop down. Two SHIELD agents dropped down to the ground, bleeding severely. Then more Hobgoblin soldiers walked from the ship and they locked their weapons into place.

' _Well….things could be interesting,'_ Spider-Man thought, the fight was not over. Not by a long shot, it was just beginning.

* * *

"Another bombing has taken place in New York City, this time the downtown business district blown that also contains the Roderick Kingsley superstore. Kingsley perished in the blast, along with several other chief business owners. Without heroes, what hope does the world have?"

"I'll answer that question, none, none, none, none!" the Hobgoblin cackled as he flashed in front of everyone. "Just when you thought I had all of the answers, I keep changing the questions. But this world, it's full of nightmares, it's full of corruption. The type of evil that men do chills even myself to the bone."

"I want a fix on him and I want one yesterday," Nick Fury barked, the Director of SHIELD was not playing around. How someone like that got ahold of a super secret SHIELD frequency caused him great worry.

"You see I'm sure you're wondering who is the Hobgoblin. But perhaps the question that you should be asking yourself, who isn't the Hobgoblin?"

Fury did not have the time or the patience for any word games. He tapped his fingers angrily as one of his agents tried to break his way through the frequency.

"Another attack, and Parker isn't here yet," Fury grumbled, things were getting from bad to worse, no matter how you sliced it.

He tried to get ahold of Coulson but he was off of the grid. There was a very real possibility that SHIELD had been compromised and would have to go dark sooner rather than later. That being said, Fury was comprehending one thing.

Who isn't the Hobgoblin?

He had one suspect to start out, that was Harry Osborn, but he was cleared onto his death. The Chameleon was killed and the money burned in a clever attempt for the Hobgoblin to hide his tracks.

Fury didn't believe in ghosts, he didn't believe in demons, but he was not sure what to believe now.

Then it went back to the most obvious suspect, the man who thought himself to be dead. Who could hate the weakness in Norman Osborn more than the Green Goblin himself? Inventing himself into something different, this Hobgoblin.

"Sir, we've found something…..but I'm not sure what to make of it…"

The moment they locked onto the system, the entire Hellicarrier went dark.

"Get backup power back on!" Fury yelled, realizing that whoever sent the signal, they didn't want anyone to trace them back.

"It's something called….Jackal….sir."

Fury stormed away to his office. Without the computers, he was going to have to do things the hold fashion way, look through the hard copy files.

He was one of three people in SHIELD who knew where those were located. He moved his way to the bathroom with a sign that said "out of order" on it.

Fury opened the door and pulled back the toilet seat to reveal a very hollowed out location with a series of files. The super spy rummaged through the files before he found what he was looking for.

Jackal, it was a name that Fury never hoped would come up again. But if this was the covert organization behind the Hobgoblin, then they were in big trouble. Fury's eye widened when he saw one of the names reported to be involved in the project.

"Well I'll be a son of a bitch," Fury grumbled, that particular individual being involved complicated things.

The power of the hellicarrier came back on and not a moment too soon. Fury looked over his shoulder and could hear the scrambling of footsteps.

"We should have full power in a few minutes sir."

"Try and get it back online as fast as you can, time is something that we don't have, not now," Fury said, the damning file staring back at him.

Could it be a coincidence?

Fury didn't believe in coincidences, especially with something like this. He had been around for far too long to do so.

A loud explosion was outside of the ship. The shields were up but how long.

"Sir, we've detected something, there's a chemical weapon…it's about to be deployed."

Who isn't the Hobgoblin?

That son of a bitch, that son of a bitch.

"Take it down, now!" Fury yelled frantically, having an army of goblin mutated people would be a catastrophe of epic proportions.

* * *

Thud went Spider-Man down to the ground. He could feel like his head was on fire once again. These guys, well the Hobgoblin might have went for quantity over quality. At the same time, there was some brutality to them all. The web slinger tried to ignore the stabbing sensations that went through the back of his head.

' _Got to get it together.'_

Mantra, that was a mantra, that was one that gave him sanity, gave him clarity.

"Back up should be on the way."

Spider-Man was not about to hold up hope for back up, he was fighting on sheer fumes and ample determination right now. The web slinger propelled himself halfway up onto the ground and knocked one of them down to the ground. He was going to fight until his last breath, until his legs are gone, no matter what.

The web slinger drew more breath in his body and he could see Gwen far away from him. A section of the ground blew up and separated them.

"It's me you want, leave them alone!" Spider-Man yelled, practically collapsing to the ground and the remaining members of the Hobgoblin crew wordlessly lifted him up off of the ground.

"Yes, web slinger, it's you who we want," they agreed, dragging Spider-Man half way across the ground.

"He's got a bomb right there," Coulson said, as he got the specifications for the chemical weapon that the Hobgoblin threatened to destroy. He turned to Gwen and looked at her, handing her the readings. "Do you think you can disarm it?"

"Yeah but….."

"He'll be fine," Black Widow said, but there was a note of indecision in her voice, and Gwen heard it. She faltered for a brief second.

"He better be," Gwen whispered, turning her head around and walking off. Her heart thumped in the back of her chest as she began to look at the bomb. This was going to be a tough cookie to crack.

"He might be in danger but if we don't disable this bomb, it will be ten times worse than the worst riot that you can ever imagine."

Gwen threw her hand up in the air, she knew, oh believe her she knew. Her pulse quickened as she tried to disarm the bomb.

She couldn't mess this one up, mostly because if she messed this one up, there was more than Peter who would be screwed over here. She would have to remain confident that he was going to be okay.

"About ten minutes, maximum," Gwen told the rest of the team, as she tried to disable the chemical bomb. One wrong move, and it would be goblin gas for them all.

She would know if she screwed up because the bomb would affect the blonde who was trying to disable it.

' _Cutting it close but I've got to do what I have to do,'_ she thought, frantically punching numbers into the bomb and she used a tool to disable one of the wires. Cut the wrong wire, and it would be goblin gas once again.

Gwen rolled her tongue through her cheek, thankfully there were no attacks that broke her concentration. She managed to hack into the system, with time to spare.

"So did it work?"

Gwen let out the breath that she was holding in, at Coulson's question. With a swift authority in her words, she responded. "Well, we'll know in a minute, won't we?"

The bomb shut down and Gwen let out a sigh of relief.

' _Congratulations, you just saved the world, and not for the first time either,'_ Gwen thought, feeling a strong amount of relief go through her body.

"I hate to say this….."

"It was too easy," Gwen said before anyone could finish that thought. "I know."

It was something that she been through before and she doubted that this was the only plan that the Hobgoblin had.

"Here's something you might find interesting, the goblin formula in the bomb….it's not really goblin formula," Gwen said, looking it over. "Lime gelatin."

"So he's just trying to fuck with our heads," Coulson swore.

Mind games, that's what the Hobgoblin played.

"Coulson, are you there?" Fury's voice said, cutting in and out.

"Yes, here, but you're breaking up, Commander Fury."

"I'll make this short and sweet. I know who is behind this. It's….."

A loud explosion cut off all SHIELD communications and it was obvious that the Hellicarrier now had been compromised.

Things had gotten from bad to worse tonight.

"Fury will try another way to contact us, we've got to stand by and wait…"

Gwen was about to protest but she had no idea where the HobSquad took Peter off to. This was going to be an extremely long night that was about to get much longer.

* * *

"I broke you, Spider-Man. I didn't only break you but I crushed you. I crushed your body, mind, soul, and everything that went along with it."

"I'm still breathing, I'm still standing," Spider-Man argued as he was dragged before the feet of the one and only Hobgoblin. His ankle was busted in the fight but adrenaline pumped through his body.

"Not for long, but you see, I'm a fair man, if you admit that you're heroism is futile for the entire world to see, then I will put you out of your misery," Hobgoblin whispered, stepping down upon the pedestal and cupping Spider-Man's face into his hand. "Or don't, and I extend it, the choice is yours."

"How about I take a third option and tell you to…."

BAM! The Hobgoblin nailed Spider-Man so hard that he flew back and hit the ground hard. Misery went through his body as his bones cracked and broke.

"A typical response but you see, the entire world is going to see your downfall one way or another."

Spider-Man knew this, his words taunting, brutal and tormented him all of the way. The web slinger tried to sit up but his busted ribs made breathing unbearable.

"SHIELD could come us or we could bring the fight to SHIELD."

"Who are you?" Spider-Man demanded and the Hobgoblin's head whipped up towards him. "Underneath that mask…"

"I told you, I'm the reaper who will deliver this world from the lies that you have brought upon it with great power and great responsibility," the Hobgoblin whispered and he pulled out the glowing vial of the goblin formula. "This is great power and it is my responsibility to ensure that you understand it."

"So, you're going to take the formula and then crush me?" Spider-Man asked, managing to cause the bindings wrapped around his hands to loosen a little bit.

"No, not entirely, you see, I know what this formula does, it gives the user a rush of power and then strips away their sanity, turning them into a monster," Hobgoblin said and Spider-Man stared at him with contempt.

"Believe me, you don't need any help in that department," Spider-Man said scathingly and the Hobgoblin just looked at him with piercing evil eyes behind his mask.

"Yes, that I can see," the Hobgoblin whispered with sinister intentions flickering behind his mask and he cracked his knuckles. "But…..you are the hero. Some might see that you're a monster but others….they just see that standard that they can go around."

"The game is up Hobgoblin!"

The Hobgoblin turned around with a smile, the voice of Nick Fury, that was music to his ears.

"No, Fury, the game is only just beginning, tonight is the night where the holder of lies known as SHIELD, the one who shields us from monsters, balls."

"You're nothing but a pawn in another higher game….."

"Well if that's true, then there is something that we have in common, Fury," the Hobgoblin said and there was a loud round of explosions outside. "The spoils of war will be mine and the blood will rain freely. No one will stop me now."

Spider-Man broke free, despite his injuries. He propelled himself into the air and knocked the Hobgoblin into the console. Sparks flew everywhere as the web slinger punched away at him.

"You think that you can stop me," Hobgoblin whispered harshly, nailing Spider-Man in the chest with a full force punch.

Spider-Man blocked the knife that tried to stab him, kicking off, bouncing up over the head. He tried to shoot a web line but the Hobgoblin avoided that. He sent some green web lines, for lack of a better term at Spider-Man. He dropped down to the ground.

"Anything that you can do, I can do better," Hobgoblin said, slashing Spider-Man in the arm and slamming him against the wall. There was an insidious laughter. "Power, that's what I have Spider-Man, but I can control your destiny. And the fate that you choose to have."

The green chemical was injected into Spider-Man and the web head's eyes widened as he felt like his head was set on fire. He could feel his breath become quite labored.

"Are you insane?" Spider-Man asked, barely able to breath as he felt the goblin formula course through his body, changing him, and not for the better.

He finally felt the same madness that destroyed Norman Osborn, that destroyed Harry Osborn.

The Hellicarrier was going down and so were they.

* * *

Spider-Man tried not to feel the torment that went through his mind as the agony of this monster threatened to overtake his mind. There was a big problem, it seemed like nothing he could do, he could not focus.

His head felt like it was killing him and there was a feral rage that entered his mind. The whispers, the whispers to kill, they were nearly agonizing.

With great power there came great responsibility but with this goblin formula, there came even greater insanity. His mind nearly cracked from the pressure.

' _Come on Parker, focus, you don't really need to lose it right now.'_

The mental coaching was going to fall by the wayside as Peter staggered around, hunched over. The web slinger felt the breath escape his lungs.

"That's it, you're almost there, succumb to the hatred, embrace it."

One word said it all and Spider-Man forced it out. "NO!"

His veins throbbed, threatening to rip through the costume. The web slinger plowed his enemy right in the chest with the full extent of his punch. The air was forced from his lungs as he collapsed down on the ground.

"It's the easiest thing in the world, just give it, just let me break you."

Hobgoblin grabbed Spider-Man around the throat and slammed him against the edge of the Hellicarrier.

"The only way you can defeat me is by ending my life. That's what you have to do. But you don't have the guts to do it, do you?"

Spider-Man realized the horrific truth of the situation, when push came to shove, he could not do what was necessary.

"You failed to take down the person who killed him, so naturally….."

"THAT'S IT!"

Spider-Man grabbed the man by the shoulder and whipped it back with a huge crunch. He dropped down to the ground, his arm dislocated.

The web slinger hammered him with a running knee to the head, rocking him back. The web head hammered away with a series of punches. His heart beat even faster, the blood flowing through his body nearly burned him.

"Come on, come on."

The web slinger propelled himself over his head, he could hear the madness seeping in. The only good thing was that his spider monsters seemed to be staving off the worst of the goblin serum. But it was extremely fleeting.

The Hobgoblin hurled an overarching throw with the pumpkin bomb and it released a burning gas. The web slinger launched himself over the head of his enemy and then landed behind him.

With a thunderous crack he busted the legs of the Hobgoblin. The shattering of bones gave Peter even more pleasure than he should have been. The web slinger felt his heart quicken as he jumped over him.

"It ends now."

"Yes, it does, the mask you wear to hide yourself from the world, it comes off."

Spider-Man grabbed the Hobgoblin around the head and squeezed. It was a titanic struggle, as there was that thought in the back of his mind that he could unmask the monster but the monster would not be anyone in particular.

The web slinger struggled and slammed him face first into the ground as hard as he could do. His hands were scratched up but the web slinger rolled him over.

The mask was ripped off and the clone did not melt. That was the real deal and Spider-Man waited to see the real deal.

"YOU!"

He had to admit that the person who was underneath the Hobgoblin mask, he was the last person. His blood stained face with blood shot eyes looked all around.

"Yes, me," he whispered and there was a hideous glint in his eye. The face of fashion designer Roderick Kingsley was shown.

"Why?"

Hobgoblin didn't answer, rather he unleashed three hidden bombs. They knocked him off balance and the web slinger clung onto the side of the Hellicarrier.

He didn't like the noises that it was making. Spider-Man got up to his feet but the formula caused him to alternate between extreme energy and extreme fatigue.

"And now the moment you've been waiting for, the unmasking of Spider-Man."

The Hobgoblin put Spider-Man down for the count, slamming his head into the ground and the mask ripped off.

The television cameras were rolling as the face of Peter Parker was revealed to the entire world.

**To Be Concluded on July 24th 2014.**


	40. Nothing Will Ever Be the Same Part Two

Shock, awe, horror, those were the only words that could describe what many people felt. And there was a fair bit of anger as Spider-Man had been unmasked.

Ravencroft held many criminals that Spider-Man had fought numerous times over. One of them was Mysterio.

"You mean to tell me that the brat that photographed Spider-Man was him!" Beck bellowed and from the next cell.

"I can't believe it, humiliated by someone like that….."

"That web head was just some guy. I thought he was some monster that the government employeed."

"I'll track him down and rip his flesh straight off the bones."

"We told you he was Parker, we told you, but none of us believed you," Eddie Brock said, rocking back and forth, as the guards and doctors made their way down the hollowed hallways of Ravencroft to attempt to restore order. "You see, the web head is just another punk, and that punk ruined our lives."

"Does it really matter, some fashion designer in a Halloween costume is going to be the one to take him down, and none of us?"

There were many angry grumblings as that fact set in, or at least it mostly set in. Ravencroft was about ready to become even more of a madhouse as usual.

* * *

Wilson Fisk chewed a stake while in prison, and sipped on wine, watching the news.

' _Interesting,'_ Fisk thought, as he sipped the wine.

So Parker was Spider-Man, the young man who he was about to send to college was the one that busted his plans and caused Wilson Fisk's assets to freeze, was one and the same. Peter Parker was Spider-Man, Spider-Man was Peter Parker.

It was an interesting concept of irony, something that Wilson Fisk appreciated above all others. The Kingpin of Crime rocked himself back, tapping his fingers on the side of the table. The battle would continue in a few moments.

"Did you see that?"

He could hear the mumblings of them all over the prison but Fisk didn't care. He knew that some day he would be out but now things had changed.

Did they change for the better or for the worse?

* * *

"THAT SON OF A BITCH!"

J. Jonah Jameson saw it unfold over the screen and needless to say, he was foaming at the mouth just a little bit. He wanted to hurl something through his television screen. The betrayal that he felt, it was second to none.

Parker lied to him for all of those years, but yet he stood by and did nothing. He was that monster in that mask.

Jameson never wanted to put a face underneath the mask of Spider-Man, because it made it harder to demonize him. He held a piece of paper in his hand, shredding it completely. His teeth gritted as he looked at the screen.

He was lied to, betrayed, and that was not something that he could take for that much longer.

The horrors of the legal implications that the Bugle would be thrown into also struck Jameson. The other papers in the city would have a field day. Jameson's ulcer had an ulcer.

* * *

All Flash Thompson could do was laugh. Laugh, laugh his ass off at the irony of this entire situation.

The kid he tormented all throughout middle school and a good part of high school was fucking Spider-Man. That was just too funny right there.

It did explain a lot.

Oh did it ever explain a lot.

How did he pull it off?

Flash remembered the fact that Parker got rushed off to the hospital and soon enough, Spider-Man showed up on the scene.

He should have seen it coming but somehow he didn't.

The world was going to be a different place from now on and he quested pretty much everything that he knew.

* * *

Liz Allan turned off the television in disgust, she was pissed, she was really pissed off at this entire situation. She nearly had a breakdown watching this.

She was lied to, she was betrayed, and someone who she considered a friend was that monster that turned her brother into one.

They knew it, Gwen had to know it and Harry likely knew it as well. That's why he went down that road, holding in a secret like that, it would destroy anyone. Still the fact her own boyfriend for a time kept this secret from her, that was worst of all.

Liz hated this, she hated all of this, and she hoped that Kingsley and Parker took each other out, because they were both monsters who ruined the lives of innocent people.

* * *

The man who had nothing left to lose at all proved to be a dangerous man. And when the only thing he had left was his life, that proved to be a dangerous prospect for anyone.

Who did that distinction belong to? Was it Spider-Man or was it the Hobgoblin? Both parties were extremely dangerous that was for sure. The web slinger was beaten up, bloodied, battered and abused, but despite his split lip and concussed head, he was still fighting.

The fight that was in him increased with each second of the way, as his face was revealed to the entire world.

"You thought that you held all of the cards, web slinger but I reshuffled the deck."

Another explosion and the goblin formula healed Spider-Man from his injuries. He accepted the gifts from the Goblin formula but it ensnared his mind. His eyes glowed green.

"I'm not a monster," Peter whispered, trying to keep his head on tact and his mind from giving into the inner nature of the goblin that was threatening to steal his soul.

' _Are you?'_

"NO I'M NOT!" Spider-Man shouted frantically and he nearly dropped down to one knee. The breath was driven from his body and he felt like he was crushed underneath the attack. His back was a bit sore as the back of his head thumped. No matter what he felt, he had to end this.

But how would he end this?

"Get out of here, before it's too late," Spider-Man rasped, as he could feel the goblin formula coursing through his veins.

The web slinger dove over the Hobgoblin as he tried to stab him.

"You know you can't kill me with the goblin formula going through my veins," Spider-Man said, feeling reckless.

"Your friend Osborn and his father beg to differ," Kingsley whispered as he pulled a gun from his jacket. When it doubt, do things the old fashion way.

It was a shame that he had to do it this way but if it had to be done, then it had to be done this way.

The web slinger locked onto his gun and yanked it from his hand. Jumping up with an acbrobatic move, the web slinger plowed his elbow into the back of his enemy's head, causing him to go down.

"You're going to prison, it's where trash like you belongs….."

"I'll get out, I can buy my way out," Kingsley said and some more planted bombs exploded, as the Hellicarrier rocked and rolled with them on it.

Spider-Man felt the fist of the Hobgoblin impact his collarbone. He dropped down and the elbow drove into the back of his neck.

Kingsley wrapped his hands around the throat of Spider-Man, and placed a knife into his hand.

"That's the only way you can defend yourself, by killing me," Kingsley whispered and the cameras kept on them, despite the explosion. "Don't do it, you'll be forever be a coward. Do it, and you will be a murderous bastard. Either way, you'll be letting people down."

Spider-Man summoned all the strength that he could and his heart clenched against his chest. He felt it hard to draw breath but his adrenaline rushed through his body.

Kingsley flew off of him and the Hellicarrier rocked and rolled.

Spider-Man jumped into the air and kicked Kingsley in the head hard. The fashion designer landed down onto the ground.

"Finish me, Spider-Man!" Kingsley yelled, spreading his arms out. "I will be dead but I will be remembered as the person who made Spider-Man break his code, the code which he…"

The energy core started to hiss and it exploded with both of them on the ship. The Hellicarrier rose up over the waves and dropped hard into the ocean, plunging into the icy debts below.

The cameras saw every moment of this, there were only two people on the abandoned fortress, it was Spider-Man and the Hobgoblin.

The water bubbled and fuel leaked up into the water, followed by pieces of burned debris. Then the bloodied mask of Spider-Man.

The SHIELD agents were gone as well, with no one to search for any survivors. The entire city plunged into chaos as more explosions, timed to go off went off.

New York burned around them and there was no sign of where Spider-Man or the Hobgoblin went off to. Or even if either of them still lived in this world, it was really hard to tell.

* * *

Gwen Stacy saw what happened just as much as everyone else. The blonde was in that type of mood where time moved both very slowly and extremely fast at the same time. It was a paradox and if anyone was talking to her, she surely didn't hear them. And she would not be in the most sound mood to respond at all. Mouth hanging open, Gwen replayed what happened tonight and she was certainly not going to believe it.

He had to be out there, he had to jump off at the last possible second, potentially saving the bastard that did all of this to him. That was the type of stupidly heroic thing that he would do.

But he did not pop out of the water or swing into the picture. The blood in the water didn't really cause Gwen much ease.

"He's….he's gone," Gwen said and she did not say anything, she ran off. She had to get to the scene of the crime.

Burning rubble falling into her path caused her attempts to get there to be blocked. The battle was airing on the big screen but the smell of fire and brimstone was more foreboding than anything else. The blonde swallowed that lump in her throat that grew with each passing second. Butterflies fluttered in her stomach as she maintained that posture.

"SHIELD….if there still is a SHIELD….we'll do anything that we can to find him," Natasha said but there was a sense that she didn't have any hope.

Whether it was any hope for the fact that Peter was out there or the fact that there was a SHIELD, Gwen didn't know. Gwen didn't bother to ask and at this point, Gwen Stacy was not sure if she wanted to know.

The last seconds of the life of Spider-Man played out for the screen. The sounds of rioting could be heard and Gwen moved her way to an alleyway, cold and desolate as everything.

"Peter, please come out, tell me everything is okay," Gwen whispered, but there was nothing. The blonde could feel her heart tighten against her chest.

"For what it's worth, I'm sorry."

Gwen turned around and saw Hope standing in the alleyway to greet her.

"You knew that this was going to happen, didn't you?" Gwen asked, there was a flat emotionless tone in her voice.

"I regret that I was a bit too late returning from Kang's future to stop this," Hope said, with regret and remorse in her head. "If you wish to attack me, I won't fight back. This is partially my fault for messing with reality to the extent I did. I failed the test. Now I can never go back."

Gwen's response was short and agitated.

"And what the fuck is that supposed to mean?"

"It means what you interpret it to mean," Hope said cryptically and she really wished that she could tell Gwen more but there were certain limitations to what she could say.

"Yeah, fine," Gwen said and there was a moment where she regretted being so short with Hope but that was just the way things rolled. "It's not your fault…"

"Peter was a hero, he was loved by many."

"No, he's still a hero," Gwen said and Hope said nothing.

Denial was a huge part of the grieving process and she was not going to rob Gwen of this element. There was always a chance that Peter could have survived that. But what state was he in? That was something that Hope feared.

Gwen loaded up the weapon that she borrowed from SHIELD. If she was going to make it home, she was going to have to fight.

Providing no one bombed her and Peter's house when they found out that she was Spider-Man. The nagging voice in the back of her head though reminded her that it would likely be without her in it.

The blonde kept walking, her heart drumming, she could sense that there was something in the shadows.

Who was behind this? She knew that Kingsley was behind the mask of the Hobgoblin but he was a front, a pawn.

It was the long road home and Gwen stopped, the cell phone ringing.

"Yes…..yes….yes….they believe Spider-Man is dead…how…..I'll be right there."

Gwen put away her cell phone and walked into the night, without any emotion on her face.

* * *

Nick Fury was completely and utterly busted. Fury rolled over, having been captured for a purpose. He was going to look the son of a bitch who was behind this face to face.

"I'm sure you were wondering when I would turn back up."

Blood dripped from Fury's mouth, utter contempt flashed through his eye. The Director of SHIELD knew for a fact that this individual played at higher stakes.

"I'm sure that you thought I was dead," he whispered and the sinister shadow stepped out into the light.

The chalk white skin made him resemble a vampire or some other creature of the night. And he was far worse with his razor sharp fangs. He wore a black and red outfit with his long black hair and sinister goatee. Sinister was a word to describe him above all else because that's what he was. Sinister…..Mister Sinister, Nathaniel Essex, whatever one wished to call him, he was dangerous.

"I hoped that you were dead, but I knew better."

"Fury, you're too resourceful to live but too useful to kill," Essex said, grabbing him by the chin and forcing him up. "And….."

"It's a real paradox, isn't it?" he snapped snidely and Essex's teeth twisted into a demented grin. "Don't get too confident…"

"Who will save the great director of SHIELD?" Essex asked, blasting him against the wall. Several bones broke but Essex was not going to let him get out of this one alive, not yet. "It isn't Spider-Man, we saw what happened to him."

"Parker didn't deserve what you did," Fury fired back, as he tried to get back to his feet but Essex held him back. It was a way to exert his dominance.

"The innocent always perish the quickest for they are the weakest," Essex said. "It all started with an experiment of my creation and it will end at my hand. Peter Parker's glorious life will be forever be one who failed to save the world when it counted the most."

"Do you really think that you've seen the last of him?"

"Do not play mind games with a man who has mastered it," Essex commented, grabbing Fury and dragging him off. The battered beaten man was not one hundred percent to say the very least. "You see, I've been playing with Parker's head for a very long time. But it might not be the real Parker for all I know."

"The clone…"

"I've duplicated him so seamlessly that I don't know."

Fury wasn't about to believe this but there was a seed of doubt in his mind. A seed that he refused to let grow because he knew better than anyone else how Essex was a master of mind games. His tentacles curling into every section of his mind.

The truth was that Essex knew the truth and knew that Parker was the real deal, he just wanted to mess with Fury's head.

"But, SHIELD hides something from me, and you thought that you could put it away," Essex whispered and he pulled Fury up where the Marauders were waiting for him. Riptide and Harpoon dragged Fury off. "The mission thirty years ago that you were on, do you remember it Fury? Do you remember how you saved the world from evolution? Bought the weak and the unfit a bit more time."

"That's an interesting spin on one who was willing to commit genocide on such a mass scale," Fury said, his blood pouring from his mouth.

"But it's proof, and this time, there will be no white knight to rush into the shadows to save the world, because there is no one left. One by one, your heroes have fallen, and now you are the last person who stands between me and destiny."

"And you're going to have to climb over my corpse to get what you want, you psychotic bastard," Fury said, blood staining his teeth but the Marauders had him in the back of the truck.

Blockbuster placed his hands on Fury's head and put a tiny amount of pressure on it.

"Careful, we don't want him to break just yet," Essex whispered as he stared him in the eye. "I can see the contempt in your gaze towards me, but I think that in the end, you'll agree that the world will be better off."

"It will be a very bitter end before I agree with you."

"You will tell me where the keys are and Apocalypse will roam free once again."

"Go to hell."

* * *

The George Washington Bridge was the nexus point of some pivotal event and Hope sat on it, as it burned around her. New York burned around her, along the rest of the world.

Hope sat, with her head resting on the top of her knees, her arms folded. The horror of the future that was to come was beginning to be born around her. And it was all because of one man. Mister Sinister, Nathaniel Essex.

Apocalypse would be released, the Sentinels would be reestablished in an attempt to take him down. It would be a titanic struggle between two sides, but no matter who would win, the real losers would be the people who would suffer.

Hope dropped down, closing her eyes.

Time travel was a weird thing, as there was only certain points that a person could go back. They could try but time-space would not allow them to go back. Otherwise changing the past would be an easier endeavor.

The redhead girl felt her name to be the ultimate irony because that was the one thing that she did not feel anyway. Hope, Hope, it was dead.

So were the world's heroes.

Did she dare hope against all hope that Spider-Man survived? He might have not been the biggest, the strongest, or the smartest, but he was that symbol for the every person who dared to dream. That symbol of everyone who could understand that he could fight against adversity.

That symbol was gone. The girl crossed her arms across her chest once again and felt like she should just return to her future.

Present or future, it didn't matter, it was the same horrific conclusion. The redhead began to move herself back and forth, acting like a rocking chair. Glove hands lifted up as she placed them onto her head.

Hope was dead, that was something that she was reminded for. The actual personification of all that she stood for was gone.

The woman dropped down to the ground and walked into the city. The chaotic thoughts of a world in peril hammered the back of the girl's head.

' _What kind of world do I live in,'_ she thought in despair, she nearly broke down worse than she did when she found out that her efforts to send Peter Parker back to the past and stop Osborn from taking over had been for nothing.

Because they lead to nothing.

Peter's life was snatched away from him and Hope stopped in the shadows. A high wind kicked up around her as the embers spread through her nostrils.

* * *

"You picked a hell of a time to come into town, especially if you want to go to New York City. Spider-Man was unmasked and the entire city is peril, the people in Washington want to seal it off from the rest of the world."

The young man with a hooded sweatshirt, stood, paused.

"Spider-Man? He's….."

"Well they say he's dead and he's some kid named Parker….you know what the funniest part of this all is? He's the one who took the pictures of him."

"Fascinating," the young man whispered as he looked on, checking his watch. After traveling the past few years, he ended up back here. Truth that you can go home again."

A redhead girl stopped and stared at him. Her green eyes flashed onto him.

"Yes?" he asked in a crisp voice.

"Peter….is that you?" she asked and there was a moment where he stared her down.

"No," the young man said curtly and he moved off, staggering. His memories were a patchwork of things both real and fabricated. He recognized the redhead but he could not stick a name to her face.

Mary Jane Watson could not believe her eyes and realized one thing, Gwen had to know.

"Gwen….can you meet me in the airport in a few minutes…..yes I know…..yes….but you're not going to believe this, he's….he's…he could be alive, but he might not remember who he is."

Mary Jane wanted to keep him in her sight but most frustratingly, he was gone.

**The End of Volume 2. Spider-Man Chronicles Volume 3: Resurrection, Begins on August 4th 2014.**


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